10-KSB
                              PERIOD ENDING 6/30/03



                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                               Annual Report Under
                           Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                            For the fiscal year ended
                                  June 30, 2003

                             Commission file number
                                    000-03718

                              PARK CITY GROUP, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

                Nevada                                 37-1454128
                ------                                 ----------
   (State or other jurisdiction of            (IRS Employer Identification No.)
            incorporation)

                     333 Main Street, Park City, Utah 84060
                     --------------------------------------
                    (Address of principal executive offices)

                                 (435) 649-2221
                                 --------------
              (Registrant's telephone number, including area code)


        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock ($0.01 par value per share

    Title of each Class                Name of each exchange on which registered
    -------------------                -----------------------------------------
 Common Stock, $.01 Par Value              Over-the-Counter Bulletin Board

                       Outstanding as of October 10, 2003
                       ----------------------------------
                        216,104,271 (2,344 shareholders)

Check whether the issuer (1)  filed all  reports required to be filed by Section
13 or  15(d)  of  the  Securities Exchange Act of  1934 during  the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to  such filing requirements  for the past 90
days. (1) [ XX ] Yes [ ] No ; (2) [XX] yes [ ] No.

Check if there is no disclosure  of delinquent filers in response to Item 405 of
Regulation  S-B is  not  contained in  this  form, and  no  disclosure  will  be
contained, to  the  best  of  registrant's  knowledge, in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for the year ended June 30, 2003 were $5,350,182.

The aggregate market value of the stock held by non-affiliates of the registrant
is approximately $4,374,000,  calculated  using a  price  of $0.05 per  share on
October 10, 2003.


<PAGE>
                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                            YEAR ENDED JUNE 30, 2003


                                     PART I

Item 1      Description of Business                                           3
Item 2      Description of Properties                                         7
Item 3      Legal Proceedings                                                 7
Item 4      Submission of Matters to a Vote of Security Holders               7

                                     PART II

Item 5      Market for Common Equity and Related Stockholder Matters          8
Item 6      Management's Discussion and Analysis or Plan of Operation         9
Item 7      Financial Statements                                             15
Item 8      Changes In and Disagreements with Accountants on Accounting
            and Financial Disclosure                                         15
Item 8A     Controls and Procedures                                          15

                                    PART III

Item 9      Directors, Executive Officers, Promoters and Control
            Persons                                                          16
Item 10     Executive Compensation                                           18
Item 11     Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters                       20
Item 12     Certain Relationships and Related Transactions                   21
Item 13     Exhibits and Reports on Form 8-K                                 21
            Signatures                                                       22

            Consolidated Financial Statements June 30, 2003 and
            June 30, 2002
            Independent Auditor's Report                                     24
            Consolidated Balance Sheet as of June 30, 2003                   25
            Consolidated Statements of Operations                            26
            Consolidated Statements of Stockholders' Deficit                 27
            Consolidated Statements of Cash Flows                            28
            Notes to Consolidated Financial Statements June 30, 2003
            and June 30, 2002                                                29
Exhibit 31  Certification pursuant to 18 U.S.C. Sec. 1350 as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32  Certification pursuant to 18 U.S.C. Sec. 1350 as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)



                                        2
<PAGE>

Forward-Looking Statements

This annual report on Form 10-KSB contains forward looking statements within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange Act of 1934. The words or phrases "would be," "will allow,"
"intends to," "will likely  result," "are  expected  to," "will  continue,"  "is
anticipated,"  "estimate,"  "project,"  or similar  expressions  are intended to
identify  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from those projected in the forward  looking  statements as a result of a number
of risks and  uncertainties,  including  the risk  factors  set forth  below and
elsewhere in this report.  See "Risk Factors" and  "Management's  Discussion and
Analysis of Financial  Condition  and Results of  Operations."  Statements  made
herein are as of the date of the filing of this Form 10-KSB with the  Securities
and Exchange Commission and should not be relied upon as of any subsequent date.
Unless  otherwise  required  by  applicable  law,  we  do  not  undertake,   and
specifically disclaims any obligation, to update any forward-looking  statements
to reflect  occurrences,  developments,  unanticipated  events or  circumstances
after the date of such statement.

                                     PART I

                         Item 1. Description of Business
                         -------------------------------

General
The  Company  was  incorporated  in the State of Delaware on December 8, 1964 as
Infotec, Inc. From June 20, 1999 to approximately June 12, 2001, it was known as
Amerinet Group.com, Inc.

On June 13, 2001, the Company  entered into a  "Reorganization  Agreement"  with
Randall K. Fields and Riverview Financial Corporation  (hereafter referred to as
"Reorganization  Agreement,")  whereby  it  acquired  substantially  all  of the
outstanding  stock of Park City Group,  Inc.,  a Delaware  corporation  ("PCG"),
which became a 98.67% owned subsidiary. This business combination was treated as
a reverse  acquisition or a  recapitalization  of PCG, with PCG being treated as
the acquirer. In connection with the Reorganization, the then Board of Directors
resigned and was replaced by the Board of Directors of PCG. The  stockholders of
PCG gained  voting  control of the common  stock of the Company and the name was
changed from Amerinet Group.com, Inc. to Fields Technologies, Inc.

Operations are conducted through the subsidiary,  PCG, which was incorporated in
the State of Delaware  in May 1990.  PCG on April 5, 2001,  acquired  its wholly
owned  subsidiary,  Fresh  Market  Manager,  LLC  ("FMM"),  which  is a  Limited
Liability  Company formed in the State of Utah. PCG has conducted its operations
since 1990. PCG provides,  develops  licenses and delivers  consulting  services
through various software  applications  identified as "ActionManager" and "Fresh
Market Manager."

On August 7, 2002, Fields Technologies, Inc., (OTCBB:FLDT) changed its name from
Fields  Technologies,  Inc., to Park City Group,  Inc.,  and  reincorporated  in
Nevada.  Therefore,  both the parent-holding  company (Nevada) and its operating
subsidiary  (Delaware)  are named Park City Group,  Inc.  Park City Group,  Inc.
(Nevada) has no other  business  operations  other than in  connection  with its
subsidiary,  PCG.  In this  Annual  Report  Form  10-KSB  when the  terms  "we",
"Company" or "Park City Group" are used, it is referring to the Park City Group,
Inc.,  a  Nevada  corporation,  as well as to  Fields  Technologies,  Inc.,  the
Delaware corporation,  which was reincorporated in Nevada under the name of Park
City Group, Inc. The stock trades under the symbol PKCY.

The principal  executive offices are located at 333 Main Street,  P.O. Box 5000,
Park City,  Utah 84060.  The  telephone  number is (435)  649-2221.  The website
address is HTTP://WWW.PARKCITYGROUP.COM.

The Company has not been involved in any  bankruptcy,  receivership,  or similar
proceeding.

Business
Park City Group is an established  software company providing business operation
management  solutions,  such as labor  management and  cost/category  management
software  and  consulting  services  to the  retail  sector of the  market.  The
ActionManager  and Fresh Market Manager  applications  are offered as a superior
set of software  solutions to retailers in the store  operations  management and
perishable product management areas.  Because the product concepts originated in
the environment of actual  multi-unit-retail  chain ownership,  the products are
strongly oriented to an operation's bottom line results. The products are highly
pragmatic in their approach to standardizing and improving  managerial  actions.
Finally, the products are executed on a fully developed,  contemporary  patented
technology  platform that is not only capable of supporting  existing offerings,
but can also be expanded to support related products.


                                       3
<PAGE>

The critical strength of the products is its artificial  intelligence-like rules
based  technology  that  allows  customers  to  tailor  the  operating  rules to
replicate the expert knowledge and practices of their most successful  managers.
Rules  based  systems  are  applications  in  which  the  action  to be taken is
determined by the rules  defined by the user.  As such,  customers who use rules
based system  determine  what action the system will perform when an  identified
condition occurs, usually based on the policies and procedures or "rules" of the
customer's  business  operations.  In this  way,  the  customer  decomposes  its
business  operation  into  different  rules or the way in which it wants certain
conditions  or  actions to be  addressed.  In  comparison,  in  non-rules  based
systems, the applications perform action as they have been designed and coded by
the vendor, regardless of the action the customer might wish to take.

ActionManager
ActionManager applications are designed to replace costly paper-based and manual
processes with systems that  substantially  reduce time spent on  administrative
tasks,  non-productive  (non-selling)  labor costs,  and excess headcount in the
corporate office while insuring that each  geographically  distributed  location
adheres  to  the  company's   defined   operational   standards.   ActionManager
applications  provide an automated  method for managers to plan,  schedule,  and
administer  virtually every  administrative task at store-level.  In addition to
automating the bulk of all administrative processes, ActionManager also provides
the local manager with a real-time  "dashboard" view of the business, as well as
a "cockpit management" type alert system to notify the manager when something is
or is not to be planned,  and suggests best practice advice as to what course of
action  to  be  taken.   By  automating  a  great  deal  of  the  "process"  and
administrative  burden of management,  ActionManager  allows management,  at all
levels, to devote more time to customer-related  and employee related activities
and to improve  their  over-all  planning  and decision  making.  The use of the
ActionManager  applications  are intended to result in cost savings and improved
staff and  customer  focus in the store.  ActionManager  applications  have been
marketed  to  large,  as well as small  to  mid-size  retailers  with 50 or more
locations.

ActionManager  is a suite of software  applications  grouped into three distinct
solutions or "workbenches." Each ActionManager  Workbench  incorporates the core
ActionBase and ActionBoard  technologies that allow a multi-unit organization to
embed a company's "best practice" solutions into the system.

         ActionBase
         ActionBase  provides a set of utilities for menu creation,  maintenance
         and security.  ActionBase is designed to  efficiently  and  effectively
         manage and control the software deployed to remote locations and insure
         that all locations have the same consistent interfaces.

         ActionBoard
         ActionBoard is a user defined,  rules based,  and real-time  display of
         events requiring immediate managerial  attention.  ActionBoard provides
         best practices advice to location  managers through the critical alerts
         process and the recommended action to be taken. This is accomplished by
         embedding   corporate  rules  and  practices  in  an  application  that
         cross-references and consolidates operating data.

         ActionBoard  is intended  to be used by  employees,  managers,  and the
         company as a whole.  It  displays  operational  information  and guides
         employee and manager  action.  ActionBoard has been designed to provide
         the following potential advantages to employees:

         o    Alerts managers to issues that require immediate attention
         o    Gives advice on actions to be taken
         o    Maintaining  employees focus on essential  activities and tasks to
              ensure that a critical task is not overlooked or delayed
         o    Improving performance quality and consistency
         o    Improving employee response time and level of contribution
         o    Spotlighting achievements and successes for management

The  following  describes  the  ActionManager   software   workbenches  and  the
individual applications within them:

         Information Manager's Workbench
         The  Information  Manager's  Workbench  consists  of the  applications:
         ActionForm, ActionMail, CashSheet, ScoreTracker, Internet Mail Gateway,
         Action  Gatekeeper,  ReadyReference,  and ReportBuilder  which automate
         data collection and distribution, insuring consistent data flow both to
         and from the locations and the corporate office.

                                       4
<PAGE>

         Labor Manager's Workbench
         The Labor Manager's Workbench consists of the applications:  Scheduler,
         Forecaster and TimeMeter.  These  applications  are designed to address
         the problems of managing  staff and insuring  that staff is  performing
         the  right  tasks at the  right  time  and in the  right  place.  Labor
         requirements  are  determined by analyzing  the results  created by the
         Forecaster and compliance to schedules and monitoring  time punches are
         provided by the TimeMeter application.

         HR Manager's Workbench
         The HR Manager's  workbench  consists of the  applications:  SmartHire,
         Interactive Tutor,  Checkup,  and HRAction,  which provide an automated
         process  for  personnel  selection,   training,  and  retention.  These
         applications  are intended to assist managers by automating many of the
         time consuming  tasks that are associated  with the hiring and training
         process.

Fresh Market Manager
Fresh  Market  Manager  is a fully  integrated  system for  managing  perishable
grocery  departments  such as deli,  bakery,  food  service,  meat,  seafood and
produce.  This  software  enables  item  management  and  category  analysis  by
exception,  with particular emphasis on managing the production processes taking
place within the store. In addition,  this application provides accurate cost of
goods identification and sales profitability  analysis to determine gross profit
and net profit by item.

Fresh Market Manager  provides  corporate,  store and  department  managers with
total item  information,  allowing  extensive  category  analysis of  perishable
products.  Category and store department  managers can leverage this information
to increase  sales,  decrease  shrinkage,  and  improve  overall  gross  profit.
Combined with demand forecasting and automated production,  Fresh Market Manager
is designed to ensure that variety and item  freshness  increase,  while overall
waste decreases.

Focusing initially on perishable  inventory needs, the applications gather point
of sale and production data,  which is especially  helpful in areas where better
product delivery based on real demand, can help eliminate unnecessary waste, and
can improve "right product" availability.  The applications assist in the timely
ordering  of  materials  and  provides  real time  demand  management  (based on
patented forecasting  algorithms) by using alerting functions.  Store management
may use this software application for:

         o    Assortment planning to respond to customer preferences for variety
              and selection within the store
         o    Forecasting,  to  attempt  to improve  sales by  anticipating  the
              expected demand
         o    Production  planning,  to build produced items  efficiently,  when
              they are needed
         o    Item management, to quickly and accurately enter transactions into
              the system
         o    Reporting,  to see  what  the  business  is  doing  now  and  make
              decisions based on current information

Corporate  management  may use the Fresh  Market  Manager  software  to  control
detailed data through well-defined information groupings to:

         o    Determine  the  product  mix for the  enterprise  at any  level of
              detail
         o    Create  rules  that  drive  production   scheduling  to  meet  the
              company's specific needs
         o    Apply labor standards for production and for category management

The Fresh Market Manager  applications are Cost Control and Category Management,
Demand  Forecast  and  Production  Planner,   Inventory  and  Computer  Assisted
Ordering, and Alert Advisor.

         Cost Control & Category Management
         This  application  assists  managers in reporting the amount of product
         produced,  production  waste  as well as  losses  from  throwaways  and
         markdowns.  The software decomposes the Point-of-Sale data to determine
         the timing of products sold and by using all the information,  delivers
         cost and category  management  information  down to the item level. The
         visibility gained through the use of the software assists all levels of
         a  company's   management  to  focus  on   profitability   and  product
         contribution.

         Demand Forecast and Production Planner
         Demand Forecast and Production  Planner:  (a) delivers assortment plans
         and production  schedules;  (b) delivers  corporate  standards for core
         items; (c) assists managers in selecting  customer/market driven items;
         and (d) develops a daily  production  plan based on  forecasted  needs.
         This  application is intended to assist an  organization  in making the
         right product in the right quantity to improve the profitability of the
         perishable  business by  effective  production  planning  and  accurate
         assortment planning.

         Inventory & Computer Assisted Ordering
         This aspect of the  application  provides  cost  control and  inventory
         management of perishable product  ingredients (i.e. raw materials).  It
         includes  computer-assisted  ordering and item receiving  modules.  The
         Inventory  capability is intended to address the needs of businesses to
         control the cost of inventory  while  minimizing  lost sales from items
         not produced due to out of stock ingredients.

                                       5
<PAGE>

         Alert Advisor
         Alert  Advisor  delivers  demand  monitoring,  exception  analysis  and
         production  schedule  revisions  to  relevant  managers  on a real-time
         basis.

Business Operations Consulting  (consulting services)
The consulting group's staff has extensive  knowledge of the business operations
aspects of retail businesses.  The consulting group provides consulting services
ranging from accelerated  implementations  (consultation  support in conjunction
with the  customer's  staff),  to project  level  advisory  consulting.  Focused
primarily on the  implementation  of the  ActionManager and Fresh Market Manager
applications,   the  professional   services  consultants  assist  customers  in
decision-making and implementing the software.

         Accelerated Implementation Strategy
         Using   experience  and  industry   expertise,   the  team  focuses  on
         identifying the company's mission, crucial business elements within the
         client  company,   developing  a  rapid  implementation   program,  and
         providing the customer with continued assistance.  The elements of this
         strategy include:

         o    On-site support for pre-implementation analysis of requirements
         o    Consultants to augment the customer's project team
         o    Defined  project  plans with time lines  created to meet  customer
              requirements
         o    On-site support for installation and verification
         o    Completion  and  delivery  of  post-implementation  and  return on
              investment analysis

         Implementation Assistance Services
         An additional service provided to the customers including:

         o    Project  management  and consulting  support for customer  project
              teams
         o    Business rule recommendations and tailoring
         o    Technical systems analysis, assessment and configuration
         o    On-site training and educational services

Patents and Proprietary Rights
The  Company  owns  or  controls  8 U.S.  patents,  5  patents  pending,  8 U.S.
trademarks  and 37 U.S.  copyrights  relating to its  software  technology.  The
Company  has 14  international  patents  and patent  applications  pending.  The
patents  referred  to above  are  continuously  reviewed  and  renewed  as their
expiration dates come due.

Company policy is to seek patent protection for all developments, inventions and
improvements  that are patentable and have potential value to the Company and to
protect as trade secrets other  confidential  and proprietary  information.  The
Company  intends to vigorously  defend its  intellectual  property rights to the
extent its resources permit.

Future  success  may depend  upon the  strength  of the  Company's  intellectual
property.   Although  management  believes  that  the  scope  of  patents/patent
applications  are  sufficiently  broad to prevent  competitors  from introducing
devices of similar  novelty  and design to compete  with the  Company's  current
products and that such patents and patent  applications are or will be valid and
enforceable,  there are no assurances that if such patents are challenged,  this
belief will prove correct. The Company has, however,  successfully  defended one
of these  patents  in two  separate  instances  and as such,  has some  level of
confidence in the Company's ability to maintain its patents. In addition, patent
applications  filed in foreign  countries and patents  granted in such countries
are subject to laws,  rules and procedures,  which differ from those in the U.S.
Patent  protection  in such  countries may be different  from patent  protection
provided by U.S. Laws and may not be as  favorable.  The Company plans to timely
file international patents in all countries in which we seek market share.

The Company is not aware of any patent  infringement claims against it; however,
there  are no  assurances  that  litigation  to  enforce  patents  issued to the
Company, to protect proprietary information,  or to defend against the Company's
alleged  infringement  of the rights of others  will not occur.  Should any such
litigation  occur,  the  Company may incur  significant  litigation  costs,  the
Company's resources may be diverted from other planned activities, and result in
a  materially  adverse  effect  on  the  results  of  operations  and  financial
condition.

The Company relies on a combination of patent,  copyright,  trademark, and other
laws to  protect  its  proprietary  rights.  There  are no  assurances  that the
Company's attempted compliance with patent, copyrights,  trademark or other laws
will adequately  protect its  proprietary  rights or that there will be adequate
remedies for any breach of our trade  secrets.  In addition,  should the Company
fail to adequately  comply with laws pertaining to its  proprietary  protection,
the Company may incur additional regulatory compliance costs.

                                       6
<PAGE>

Government Regulation and Approval
Like all businesses, the Company is subject to numerous federal, state and local
laws and regulations,  including regulations relating to patent,  copyright, and
trademark law matters.

Cost of Compliance with Environmental Laws
The Company currently has no costs associated with compliance with environmental
regulations,   and  does  not  anticipate  any  future  costs   associated  with
environmental  compliance;  however,  there can be no assurance that it will not
incur such costs in the future.

Research and Development
Total research and development  expenditures  were $2,100,695 and $2,427,412 for
the years  ended June 30, 2003 and 2002,  respectively;  a 14%  decrease.  These
expenditures   include  $948,788  and  $1,701,850,   respectively,   which  were
capitalized.  The  decrease  is  attributable  primarily  to  the  reduction  of
development  efforts after the release to customers of the Fresh Market  Manager
applications in September 2002.

Reports to Security Holders
The  Company is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934. Accordingly,  it files annual, quarterly and other reports
and information  with the Securities and Exchange  Commission.  You may read and
copy  these  reports  and  other  information  at the  Securities  and  Exchange
Commission's public reference rooms in Washington,  D.C. and Chicago,  Illinois.
The Company's filings are also available to the public from commercial  document
retrieval  services  and the  Internet  world  wide  website  maintained  by the
Securities and Exchange Commission at www.sec.gov.

Employees
As of June 30,  2003,  the  Company  had 47  employees,  including  23  software
developers and programmers, 8 sales, marketing and account management employees,
7 software  service and support  employees and 9 accounting  and  administrative
employees. All of these employees work for the Company on a full time basis. The
employees are not  represented by any labor union. In September 2003 the Company
reduced the total employees to 32.

                        Item 2. Description of Properties
                        ---------------------------------

The principal place of business  operations is 333 Main Street, Park City, Utah.
The Company leases approximately 14,000 square feet at this location, consisting
primarily  of office and storage  areas under a lease  expiring on December  31,
2003 with an unrelated third party. The Company is currently negotiating for new
office space to replace the existing space at the end of the lease term.

                            Item 3. Legal Proceedings
                            -------------------------

Debra Elenson vs.  Fields  Technologies,  and Randall K. Fields (Filed  -January
2002, in the Circuit Court of the 11th Judicial  Circuit in and for Dade County,
Florida):  The plaintiff alleged,  among other causes of actions, that a private
placement  memorandum  pursuant to which the plaintiff  had purchased  shares of
Fields  Technologies,  contained financial statements which were not prepared in
accordance  with  U.S.   generally  accepted   accounting   principles  and  the
requirements   of   SEC   regulation   S-X.   The   plaintiff   alleged   fraud,
misrepresentation, unregistered sales of securities and other causes of actions.
The lawsuit was settled in September 2003 for an additional  1,125,000 shares of
common stock to be issued to Debra Elenson and payment of plaintiff's legal fees
of $21,348.

In August 2002,  the Company  filed legal action  against The Yankee  Companies,
Inc.  et al. The  defendants  were  entities  and  individuals  involved  in the
reorganization  of Amerinet  and its  acquisition  of control of Park City Group
(Delaware).  These causes of actions include:  violation of Florida's Securities
and investor Protection Act, Fraud,  negligent  misrepresentation,  violation of
Federal Securities Acts 1933 and 1934 and breach of promissory note. This action
has been filed in the State of Utah.

Approximately two weeks following the filing of the complaint against The Yankee
Companies,  the  Company was served with a  complaint  by Yankee  Companies  and
others,   alleging  sales  of   unregistered   securities,   securities   fraud,
registration violations, fraud negligent  misrepresentation,  and breach of loan
agreement. On or about February 5, 2003 the case was dismissed based on the fact
that the Utah case filed by the  Company  was filed  first and all issues can be
argued in that case. Both cases are still in the discovery stage.

           Item 4. Submission of Matters to a Vote of Security Holders
           -----------------------------------------------------------

                                      None

                                       7
<PAGE>
                                     PART II
                                     -------

        Item 5. Market for Common Equity and Related Stockholder Matters
        ----------------------------------------------------------------

Dividend Policy
To date,  the Company has not paid  dividends  on common  stock.  The payment of
dividends,  if any, is within the  discretion of the Board of Directors and will
depend upon earnings,  capital requirements and financial  condition,  and other
relevant  factors.  See  "Management's  Discussion  and  Analysis  of  Financial
Condition  and Results of  Operation."  The Board does not intend to declare any
dividends in the foreseeable future, but instead intends to retain all earnings,
if any, for use in operations.

Share Price History
Common stock (the "Common  Stock") is traded in the  over-the-counter  market in
what is commonly  referred to as the "Electronic" or "OTC Bulletin Board" or the
"OTCBB" under the trading symbol "PKCY." The following table sets forth the high
and low bid  information  of the Common  Stock's  closing  price for the periods
indicated.  The price  information  contained  in the table  was  obtained  from
internet sources considered  reliable.  Note that such  over-the-counter  market
quotations  reflect  inter-dealer  prices,  without retail mark-up,  markdown or
commission and the quotations may not necessarily  represent actual transactions
in the Common Stock.


              Fiscal Year 2002                     Low                  High
              ----------------                     ---                  ----
             September 30, 2001                   $0.17                 $0.60
              December 31, 2001                   $0.07                 $0.17
               March 31, 2002                     $0.09                 $0.32
                June 30, 2002                     $0.09                 $0.22


              Fiscal Year 2003
             September 30, 2002                   $0.05                 $0.10
              December 31, 2002                   $0.01                 $0.07
               March 31, 2003                     $0.01                 $0.10
                June 30, 2003                     $0.01                 $0.10


Holders of Record
At October  10,  2003 there  were  2,344  holders of record of Common  Stock and
shares issued and  outstanding of  216,104,271.  The number of holders of record
was calculated by reference to the stock transfer agent's books.

Issuance of Securities

Subsequent to June 30, 2001, shares of common stock were issued as follows:

         o    In December 2001,  6,800,000 shares of common stock were sold in a
              private  placement  at $0.25 per share.  In addition to the common
              stock,  purchasers  received various  additional  rights. In March
              2002,  certain of these  additional  rights were  relinquished  in
              exchange for additional  shares of the Company's common stock. The
              exchange  was for every 1.67  shares  with  rights held 1 share of
              additional common stock was issued.
         o    In March  2002,  1,666,667  shares of common  stock were sold in a
              private placement,  at $0.15 per share, with an option to purchase
              1,666,667 additional shares that expired September 2002.
         o    In  December  2001,  400,000  shares  were  issued as payment  for
              consulting services.
         o    In March, 2002, the Company issued convertible debt, of $1,750,000
              at 10% interest due October 31, 2005. This debt was converted into
              11,666,667  shares of common  stock in June  2002,  and  carries a
              warrant for  11,666,667  shares to be  purchased at $.17 per share
              expiring,   March  27,   2005.   The  warrant  and  debt   carried
              anti-dilution  rights.   Adjustments  to  the  warrant  price  and
              additional shares were issued in accordance with the anti-dilution
              rights in August and  November  2002.  In August  2002,  8,458,334
              additional shares of common stock were issued,  the exercise price
              of the warrants was  decreased to $0.10 per share,  and the number
              of shares of common  stock to be  purchased  under the warrant was
              increased to 20,125,001.  In November 2002,  8,625,000  additional
              shares of common  stock  were  issued  the  exercise  price of the
              warrants  was  decreased  to $0.07 per  share,  and the  number of
              shares of common  stock to be  purchased  under  the  warrant  was
              increased to  28,750,001.  This  shareholder  was allowed  further
              anti-dilution  of the warrant exercise price to $0.04 per share of
              common stock (and a corresponding increase in the number of shares
              of  common  stock to be  purchased  under  the  warrant),  but the
              shareholder  waived this right and opted for $0.07  exercise price
              per share on the warrant.


                                       8
<PAGE>

         o    In May 2002  166,667  shares  of  common  stock  were  issued  for
              consulting services.
         o    In  August  and  November  2002,  the CEO of the  Company  and two
              members of the Board of  Directors  received  in  accordance  with
              antidilution  rights,   additional  shares  of  common  stock  and
              adjustments  to  the  corresponding   warrants.  In  August  2002,
              1,450,000  additional  shares of common  stock were  issued to the
              CEO, the exercise price of the warrants was decreased to $0.10 per
              share  from  $0.11 and  $0.24,  and the number of shares of common
              stock to be purchased  under the warrants was increased to 880,000
              and  2,880,000  from  800,000  and  1,200,000,   respectively.  In
              November 2002,  1,478,571  additional  shares of common stock were
              issued  to  the  CEO,  the  exercise  price  of the  warrants  was
              decreased  to $0.04 per share,  and the number of shares of common
              stock to be purchased under the warrant was increased to 9,400,000
              in total. In August 2002,  2,658,334  additional  shares of common
              stock were issued to the two directors,  the exercise price of the
              warrants  was  decreased  to $0.10 per share from $0.11 and $0.24,
              respectively,  and the  number of  shares  of  common  stock to be
              purchased  under the  warrants  was  increased  to  1,980,000  and
              4,480,001  from the  1,800,000  and  1,866,667,  respectively.  In
              November 2002,  2,710,714  additional  shares of common stock were
              issued,  the exercise price of the warrants was decreased to $0.04
              per  share,  and the  number  of  shares  of  common  stock  to be
              purchased under the warrants was increased to 16,150,002.
         o    In December 2002, as consideration for extension of payment on the
              Note Payable to Riverview Financial Corporation ("Riverview"), the
              majority  shareholder of PCG, the Company issued  7,000,000 shares
              of  common  stock to  Riverview.  The CEO of PCG is also  majority
              owner and CEO of Riverview.
         o    In December  2002 the Company  obtained a $2,000,000  note payable
              funding from a related  party,  a $250,000  advance from Riverview
              and a credit  facility of  $200,000  from  Riverview.  The Company
              issued  3,809,524  shares  of  common  stock  as  a  fee  for  the
              financing,  and issued 857,143 shares of common stock to Riverview
              in connection with the financing.
         o    In May 2003  349,901  shares  of  common  stock  were  issued  for
              consulting  services.
         o    In June 2003 the Company issued  4,575,033  shares of common stock
              to   officers   and  members  of   management   in  lieu  of  cash
              compensation. These shares included 750,006 to the CEO and 450,000
              to a director in his capacity of Acting CFO.
         o    In June 2003 the Company issued  1,575,000 shares in settlement of
              a claim arising from the Reorganization  with Amerinet  Group.com,
              Inc. ("Amerinet") in June 2001.
         o    In September  2003 the Company issued 525,000 shares in settlement
              of a lawsuit with Debra  Elenson  arising  from the Reorganization
              with Amerinet.
         o    In September  2003 100,000  shares of common stock were issued for
              consulting  services.
         o    In October  2003 the  Company  issued  1,738,680  shares of common
              stock in to certain directors, an officer and others in connection
              with the extension of the Bridge Loan notes  payable.  See notes 8
              and 19 to the audited financial statements.

       Item 6. Management's Discussion and Analysis of Financial Condition
       -------------------------------------------------------------------
                            and Results of Operation
                            ------------------------

The following  discussion  and analysis  provides  information  that  management
believes is relevant to an  assessment  and  understanding  of the  consolidated
results of operations and financial condition. The terms "Company",  "we", "our"
or "us" are used in this discussion to refer to Park City Group, Inc.  (formerly
Fields  Technologies,  Inc.) along with Park City  Group,  Inc.'s  wholly  owned
subsidiary, Fresh Market Manager, LLC, on a consolidated basis, except where the
context clearly indicates otherwise.

Overview
The  principal  business is the design,  development,  marketing  and support of
proprietary  software products.  These software products are designed to be used
in  retail  and  grocery  businesses  having  multiple  locations  by  assisting
individual store locations and corporate management with managing daily business
operations and communicating results of those operations in a timely manner.

In accordance with U.S. generally accepted accounting  principles,  all software
development  costs were expensed as incurred through December 31, 2000, with the
software  having  been  viewed as an  evolving  product.  During  January  2001,
technological  feasibility  of  major  revisions  to the  Fresh  Market  Manager
software and the  ActionManager  4x  development  platform was  established.  In
accordance with U.S. generally accepted accounting principles, development costs
for Fresh Market Manager software  incurred from January 2001 through  September
2002, totaling $1,063,515, were capitalized.  These costs are being amortized on
a  straight-line  basis over four years,  beginning in  September  2002 when the
product was available for general  release to customers.  Development  costs for
ActionManager  totaling  $2,242,079,  incurred  from January 2001 through  March
2003,  when  the  product  became  available  for  release  to  customers,  were
capitalized.  The Company has focused it sales and  marketing  resources  on its
Fresh  Market  Manager  software  products,  and  intends  to  continue  selling
ActionManager software primarily through alliances with other software companies
or software resellers.  These distribution  channels for ActionManager  software
have not yet been proven to provide the level of sales  necessary to support the
continued economic viability of the ActionManager capitalized development costs.
Consequently,  $2,242,079 of capitalized  development  costs associated with the
ActionManager products were charged to expense in June 2003.

                                       9
<PAGE>

The  consolidated  balance  sheet does not  reflect  any value  attributable  to
intellectual property, the cost of which has been expensed as incurred. To date,
development  and  intellectual   property  expenditures  have  resulted  in  the
development  of  applications  of the  ActionManager  and Fresh  Market  Manager
software,   along  with  eight   granted   software   patents  and  five  patent
applications, with numerous separate trademarks and copyrights.

Through June 30, 2003 the Company has accumulated aggregate  consolidated losses
totaling  $16,482,923 which includes net losses of $5,003,355 and $3,390,760 for
years ended June 30, 2003, and 2002, respectively.

Management's Discussion and Analysis

Years Ended June 30, 2003 and 2002
During  the year  ended  June 30,  2003,  the  Company  had  total  revenues  of
$5,350,182,  compared to $3,869,420 in 2002, a 38%  increase.  Software  license
sales were  $2,647,188  and $1,664,207  for 2003 and 2002,  respectively,  a 59%
increase.  This increase was primarily attributable to sales to new Fresh Market
Manager ("FMM") customers and to a strategic  alliance with a consulting firm to
the grocery industry. This firm purchased FMM licenses for resale,  resulting in
revenue to the Company of $600,000. Maintenance and support revenue increased by
8% over 2002,  primarily from  maintenance  agreements  with new customers.  The
average customer of Park City Group purchases maintenance support services for 5
years.  Consulting revenue increased by 111% over 2002 primarily attributable to
implementation  services for new Fresh  Market  Manager  customers.  The Company
expects  maintenance and support revenue for the year ending June 30, 2004 to be
consistent with 2003. Some customers may discontinue maintenance agreements, but
maintenance   agreements  with  new  customers   should  replace   discontinuing
customers, and may result in a similar growth in maintenance revenue.

Deferred  revenue  was  $1,218,070  and  $1,630,868  at June 30,  2003 and 2002,
respectively,  a decrease of 26%.  This  decrease is primarily  attributable  to
decreased outstanding contractual obligations on contracts.

Research and development expenses (after  capitalization of software development
costs) were  $1,151,907  and  $725,562  for 2003 and 2002,  respectively,  a 59%
increase.  This increase is primarily  because the Company stopped  capitalizing
software  development  costs for FMM in September 2002 and for  ActionManager in
March 2003.  Research  and  development  costs  continue  for both  products for
enhancements and upgrades.

Sales and marketing  expenses were  $1,460,283 and $1,614,710 for 2003 and 2002,
respectively,  a decrease of 10%. This decrease is primarily  attributable  to a
reduction  in the sales  force  during the later half of the year ended June 30,
2003.  Continuing sales efforts are now performed primarily by senior management
personnel.

General and administrative  expenses were $2,181,089 and $1,908,983 for 2003 and
2002,  respectively,  a 14% increase. This increase is primarily attributable to
legal fees for ongoing lawsuits and settlement costs of claims and lawsuits.

Interest expense was $2,216,308 and $771,225 for 2003 and 2002, respectively,  a
187% increase.  This increase is  attributable  principally to: (i) interest and
amortization  of  warrants  associated  with  the  Bridge  Note  financing  from
directors  and an officer;  (ii) a change from  simple  interest to  compounding
interest on the note payable to Riverview;  and (iii)  increased  interest rates
and additional  borrowings  associated with the debt  restructuring  in December
2002.

Financial Position, Liquidity and Capital Resources
The Company had $69,305 in cash at June 30, 2003  compared with $140,972 at June
30,  2002,  a decrease  of  $71,667.  Working  capital  deficit at June 30, 2003
increased to  $5,988,254,  compared to $3,201,600 at June 30, 2002. The increase
in the working capital deficit is principally attributable to an increase in the
current portion of long-term debt as the result of the unfinished  renegotiation
to extend the note  payable to  Riverview,  which is due in  January  2004.  The
Company believes that the  negotiations  will conclude shortly with the note and
related accrued interest being extended.  This restructuring has not taken place
as of October 13, 2003. If the extension of this debt had been accomplished, the
working capital deficit would have been $1,754,725. This improvement in proforma
working capital deficit is primarily  attributable to the  restructuring  of and
probable restructuring of current debt in December 2002 to notes due in December
2004, and extension of payments to vendors.

During the year ended June 30, 2003 the  operations of the Company  provided net
cash  of  $23,278,  compared  to net  cash  used of  $1,242,859  for  2002.  The
improvement is primarily  attributable to a smaller loss from operations in 2003
(after the non-cash expense of the write-off of capitalized software development
costs is removed).

The Company reduced its overall monthly cash operating expenses by approximately
$90,000 in October 2002. In October 2003 the Company again reduced  monthly cash
operating expenses by another approximately $70,000. A combination of efforts to
judiciously monitor, control and, where appropriate, reduce ongoing expenses has
been  adopted by the  Company's  management  team.  The  marketing  focus of the
Company  is  primarily  on the  promotion  of Fresh  Market  Manager  (FMM),  by
parlaying  the success of our most recent  licensees to drive sales  momentum in
this industry segment (grocery),  and taking advantage of the sales potential by
increasing the licensing of new customers. The sales cycle for FMM has proven to
be extended,  with most customers  requiring several months from initial contact
to licensing. Therefore, FMM licensing sales have been lower than anticipated in
the second half of 2003.  However,  demonstrations of the product have been made
to a significant number of potential customers, and proposals are outstanding to
many of these potential  customers.  Management  believes that new license sales
will increase as the sales pipeline, although longer than anticipated, begins to

                                       10
<PAGE>

yield  additional  revenue,  although  there is no assurance that the additional
sales will happen.  Our working capital and other capital  requirements  for the
foreseeable  future  will vary based upon a number of  factors,  including:  (i)
changes in the software  industry and environment  which may require  additional
modifications to our software and platforms; (ii) the pace at which our products
are  accepted  by and sold into the market and the related  sales and  marketing
effort  and  support  requirements,  and (iii)  changes  in  existing  financing
arrangements.  The Company is pursuing  opportunities to sell its  ActionManager
products through  alliances with other software vendors and companies selling to
the retail  industry.  The  success of this  selling  strategy is  dependent  on
establishing these alliances and the efforts of the other companies.

To date, the Company has financed its  operations  through  operating  revenues,
loans from directors, officers and stockholders, loans from the CEO and majority
shareholder,  and private  placements of equity  securities.  The Company may be
unable  to  raise  additional  equity  capital  until  it  achieves   profitable
operations  and refinances its debt.  Because  essentially  all of the Company's
assets are pledged to secure  existing  debt,  additional  debt financing may be
unavailable.  The  Company  anticipates  that it will meet its  working  capital
requirements primarily through increased revenue, while controlling and reducing
costs and expenses. However, no assurances can be given that the Company will be
able to meet its working capital requirements.

Inflation
The  impact  of  inflation  is not  expected  to have a  significant  effect  on
operations.

Risk Factors

The Company is subject to certain other risk factors due to the organization and
structure of the  business,  the industry in which it competes and the nature of
its operations. These risk factors include the following:

Risk Factors Related to the Company's Operations

Continued net losses could impair the ability to raise capital.
The Company cannot  accurately  predict future  revenues.  The future  marketing
strategy emphasizes sales activities for the Fresh Market Manager  applications;
if this marketing  strategy  fails,  revenues and operations  will be negatively
affected. All Park City Group applications are designed to be highly flexible so
that they can work in multiple retail and supplier  environments such as grocery
stores, convenience stores, and quick service restaurants. There is no assurance
that the market will accept the Fresh Market Manager  applications in proportion
to the  increased  marketing of this product  line,  although  current  business
activity might suggest that the market  opportunity  and acceptance of the Fresh
Market  Manager  product line are positive.  It is possible that the Company may
face  significant  competition  that may negatively  affect demand for the Fresh
Market Manager applications,  including the public's preference for competitor's
new product releases or updates over the Company's  releases or updates.  If the
Fresh Market Manager  applications  marketing  emphasis fails,  the Company will
need to refocus its marketing strategy to ActionManager product offerings, which
could lead to increased marketing costs,  delayed revenue streams, and otherwise
negatively affect operations.

There can be no assurance that the Company will be able to generate  significant
revenues or that it will achieve or maintain profitability, or generate revenues
from operations in the future. Management believes that success will depend upon
the ability to generate and retain new customers,  which cannot be assured,  and
in many  circumstances,  may be beyond the  Company's  control.  The  ability to
generate sales will depend on a variety of factors, including:

         o    Sales and marketing efforts as well as the co-marketing efforts of
              strategic partners,
         o    The reliability and cost-effectiveness of services, and
         o    Customer service and support.

The Company faces  competition from existing and emerging  technologies that may
affect our profitability. The markets for our type of software products and that
of our  competitors  are  characterized  by: (i)  Development  of new  software,
software  solutions,  or enhancements that are subject to constant change,  (ii)
Rapidly evolving  technological  change, (iii) Unanticipated changes in customer
needs.

Because these  markets are subject to such rapid  change,  the life cycle of the
products  is  difficult  to  predict;  accordingly,  the  Company  is subject to
the following risks:

         o    Whether or how the Company will respond to  technological  changes
              in a timely or cost-effective manner,
         o    Whether the products or technologies developed by competitors will
              render the  products  and services  less  attractive  to potential
              buyers or shorten  the life cycle of the  Company's  products  and
              services, and
         o    Whether  products  and services  will  achieve and sustain  market
              acceptance.


                                       11
<PAGE>

If the  Company is unable to adapt to the  constantly  changing  markets  and to
continue to develop new  products and  technologies  to meet  customers'  needs,
revenues and  profitability  will be negatively  affected.  Future  revenues are
dependent  on the  successful  development  and  licensing  of new and  enhanced
versions of the products and potential product  offerings.  If the Company fails
to  successfully  upgrade  existing  products  and develop  new  products or the
product  upgrades and new products do not achieve  market  acceptance,  revenues
will be negatively impacted.

Operating  results may  fluctuate,  which makes it difficult  to predict  future
performance.
Management  expects a portion of the revenue  stream to come from license sales,
maintenance  and  services  charged to new  customers,  which will  fluctuate in
amounts  because  software sales to retailers tend to be cyclical in nature.  In
addition,  the Company may potentially  experience  significant  fluctuations in
future  operating  results  caused by a variety  of  factors,  many of which are
outside of its control, including:

         o    Demand for and market acceptance of new products,
         o    Introduction  or  enhancement  of  products  and  services  by the
              Company or its competitors,
         o    Capacity utilization,
         o    Technical difficulties, system downtime,
         o    Fluctuations in data communications and telecommunications costs,
         o    Maintenance subscriber retention,
         o    The timing and magnitude of capital expenditures and requirements,
         o    Costs  relating  to the  expansion  or  upgrading  of  operations,
              facilities, and infrastructure,
         o    Changes in pricing policies and those of competitors,
         o    Changes in regulatory laws and policies, and
         o    General  economic  conditions,  particularly  those related to the
              information technology industry.

Because of the foregoing factors, Management expects future operating results to
fluctuate.  As a result of such  fluctuations,  it will be  difficult to predict
operating  results.  Period-to-period  comparisons of operating  results are not
necessarily  meaningful  and should not be relied upon as an indicator of future
performance.  In addition,  a relatively large portion of the Company's expenses
will be  relatively  fixed  in the  short-term,  particularly  with  respect  to
depreciation, facilities and personnel. Therefore, future operating results will
be particularly sensitive to fluctuations in revenues because of these and other
short-term fixed costs.

The  Company  may  be  unable  to  collect  receivables  in  amounts  previously
estimated.
In accordance with United States generally accepted accounting  principles,  the
Company has  established  allowances  against its  receivables for the estimated
uncollectible  portion of  receivables.  However,  the  Company  may  experience
collection rates below its established allowances, which could reduce the amount
of available funds and require additional allowances.  There can be no assurance
that the Company will be able to collect its receivables in sufficient  amounts.
Failure  to  collect  adequate  amounts  of  its  receivables  could  materially
adversely affect the business and results of operations.

Some competitors are larger and have greater financial and operational resources
that may give them an advantage in the market.
Many of the  Company's  competitors  are larger and have greater  financial  and
operational  resources.  This may allow them to offer  better  pricing  terms to
customers in the industry,  which could result in a loss of potential or current
customers or could force the Company to lower prices. Any of these actions could
have a significant effect on revenues. In addition, the competitors may have the
ability to devote more financial and operational resources to the development of
new technologies that provide improved  operating  functionality and features to
their product and service offerings.  If successful,  their development  efforts
could  render the  Company's  product and service  offerings  less  desirable to
customers,  again resulting in the loss of customers or a reduction in the price
the Company can demand for our offerings.

The  Company  needs  to hire and  retain  qualified  personnel  to  sustain  its
business.
The  Company  is  currently  managed  by a small  number of key  management  and
operating  personnel.  There  are no  employment  agreements  with  most  of the
employees.  Future  success  depends,  in part, on the continued  service of key
executive,  management, and technical personnel, some of whom have only recently
been hired, and the ability to attract highly skilled employees. If key officers
or employees  are unable or unwilling  to continue in their  present  positions,
business could be harmed.  From time to time, the Company has  experienced,  and
expects to continue to  experience,  difficulty in hiring and  retaining  highly
skilled employees.  Competition for employees in the industry is intense. If the
Company is unable to retain key employees or attract, assimilate or retain other
highly qualified  employees in the future, it may have a material adverse effect
on the business and results of operations.


                                       12
<PAGE>

The  Company  is  dependent  on  the  continued  participation  of  certain  key
executives and personnel to effectively execute its business plan and strategies
and must effectively integrate its management team.
The  business is dependent  on the  continued  services of its founder and Chief
Executive Officer, Randall K. Fields. Should the services of Mr. Fields be lost,
operations will be negatively impacted.  The Company currently maintains key man
insurance  on Mr.  Fields  life in the  amount of  $10,000,000.  The loss of the
services of Mr. Fields would have a materially adverse effect on the business.

The Company depends on the ability of its management team to effectively execute
its business plan and strategies.  During the last year, key executives have had
to forgo a portion of their salary,  and as such are at risk for their continued
commitment.  If the  management  group is unable to  effectively  integrate  its
activities,  or if the Company is unable to  integrate  new  employees  into its
operations,  its business plan and strategies  will not be effectively  executed
and operations could suffer.

The business is currently  dependent on a limited  customer base;  should any of
these customer accounts be lost, revenues will be negatively impacted.
The Company  expects  that  existing  customers  will  continue to account for a
substantial  portion of total revenues in future reporting periods.  The ability
to retain  existing  customers  and to attract  new  customers  will depend on a
variety of factors,  including the relative success of marketing  strategies and
the performance,  quality,  features,  and price of current and future products.
Accordingly, if customer accounts are lost or customer orders decrease, revenues
and operating results will be negatively impacted. In addition,  future revenues
will be negatively  impacted if the Company fails to add new customers that will
make purchases of its products and services.

The Company may be unable to raise necessary funds for operations.
The Company anticipates that we need to raise additional funds to meet cash flow
and capital  requirements.  In the past, the Company has frequently  experienced
cash flow shortages  because not enough cash has been generated from  operations
to cover expenses.  Raising  additional  funds will be necessary to meet capital
needs.  There can be no  assurance  that such  financing  will be  available  in
amounts or on acceptable terms, if at all. Further,  the lack of tangible assets
to pledge could  prevent the Company  from  establishing  debt-based  sources of
financing.  The inability to raise necessary  funding would adversely affect the
ability to successfully  implement the business plan.  There can be no assurance
that the Company will be able to obtain additional financing to meet the current
or future  requirements  on  satisfactory  terms,  if at all.  Failure to obtain
sufficient capital could materially adversely affect the business and results of
operations.

The Company faces risks associated with proprietary protection of its software.
The Company's success depends on its ability to develop and protect existing and
new proprietary technology and intellectual property rights. It seeks to protect
its software,  documentation  and other written  materials  primarily  through a
combination  of  patents,   trademark,   and  copyright  laws,   confidentiality
procedures  and  contractual  provisions.  While the  Company has  attempted  to
safeguard and maintain its proprietary rights,  there are no assurances there it
will be successful in doing so. Competitors may independently  develop or patent
technologies that are substantially equivalent or superior.

Despite efforts to protect proprietary rights,  unauthorized parties may attempt
to copy aspects of the Company's products or obtain and use information regarded
as  proprietary.   Policing  unauthorized  use  of  the  Company's  products  is
difficult.  While the Company is unable to determine  the extent to which piracy
of its  software  exists,  software  piracy can be expected  to be a  persistent
problem,  particularly  in  foreign  countries  where  the laws may not  protect
proprietary  rights as fully as the  United  States.  The  Company  can offer no
assurance that its means of protecting its  proprietary  rights will be adequate
or that its  competitors  will not  reverse  engineer or  independently  develop
similar technology.

The Company  incorporates third party software providers' licensed  technologies
into its  products;  the loss of these  technologies  may  prevent  sales of its
products or lead to increased costs.
The Company now  licenses,  and in the future will  license,  technologies  from
third party software providers that are incorporated into its products. The loss
of third-party  technologies  could prevent sales of products and increase costs
until  substitute  technologies,  if  available,  are  developed or  identified,
licensed and  successfully  integrated  into the  products.  Even if  substitute
technologies  are available,  there can be no guarantee that the Company will be
able to license these technologies on commercially reasonable terms, if at all.

The Company may discover  software  errors in its products  that may result in a
loss of revenues or injury to its reputation.
Non-conformities  or  bugs  ("errors")  may be  found  from  time to time in the
existing,  new or enhanced products after commencement of commercial  shipments,
resulting  in loss of revenues  or injury to the  Company's  reputation.  In the
past,  the Company has discovered  errors in its products and, as a result,  has
experienced  delays in the shipment of  products.  Errors in its products may be
caused by defects in third-party software incorporated into the products. If so,
these  defects  may not be able to be fixed  without  the  cooperation  of these
software  providers.  Since  these  defects  may  not be as  significant  to the
software  provider  as they are to the  Company,  it may not  receive  the rapid
cooperation that may be required. The Company may not have the contractual right
to access the source  code of  third-party  software  and,  even if it does have
access  to the  source  code,  it may not be able to fix the  defect.  Since its
customers  use its  products  for critical  business  applications,  any errors,
defects or other  performance  problems could result in damage to the customers'
business.  These customers could seek significant  compensation from the Company
for their  losses.  Even if  unsuccessful,  a product  liability  claim  brought
against the Company would likely be time consuming and costly.


                                       13
<PAGE>

The Company's  officers and  directors  serve as officers and directors of other
corporations and have ownership  interests in other  corporations;  conflicts of
interest may arise which are not resolved in the  Company's  favor and which may
negatively impact its operations and financial condition.
The officers and directors  are in a position to control their own  compensation
and to approve  dealings by the  Company  with other  entities  with which these
principals are also involved.  For example,  if a company affiliated with one of
the  directors  were to be  considered  as a possible  strategic  alliance,  the
director  would have a conflict of interest in  negotiating  the most  favorable
terms for the  director's  affiliated  company or Park City  Group.  As a result
there will be conflicts of interest.  There is no assurance that these conflicts
will be resolved in the Company's favor.

The Chief Executive Officer, Randall K. Fields, has a 100% ownership interest in
Riverview Financial Corp. that has entered into financial  transactions with the
Company;  these  transactions  present  conflicts  of  interest  that may not be
resolved in the Company's favor.

Park City Group has an unpaid  promissory note due to Riverview  Financial Corp.
("Riverview")  in the  amount of  $3,260,714  with  interest  payable at 12% per
annum. In addition,  another agreement  provides that the Company's  subsidiary,
Park City Group,  will pay to  Riverview,  an amount equal to 5% of the value of
any  acquisition  the  Company  enters  into  during  the  term  of Mr.  Fields'
employment agreement.

The Company may  continue to have other  transactions  with  Riverview  that may
create  conflicts  of  interest  between  its  interests  and Mr.  Fields'  sole
ownership of  Riverview.  There is no  assurance  that these  conflicts  will be
resolved in the Company's favor.

The Company's officers and directors have limited liability and  indemnification
rights under its organizational documents, which may impact its results.
The  officers  and  directors  are  required  to  exercise  good  faith and high
integrity  in the  management  of the  Company's  affairs.  The  certificate  of
incorporation  and bylaws,  however,  provide,  that the officers and  directors
shall have no liability to the  stockholders for losses sustained or liabilities
incurred  which  arise  from  any  transaction  in their  respective  managerial
capacities  unless  they  violated  their duty of  loyalty,  did not act in good
faith, engaged in intentional misconduct or knowingly violated the law, approved
an improper  dividend or stock  repurchase,  or derived an improper benefit from
the transaction.  The certificate of  incorporation  and bylaws also provide for
the  Company to  indemnify  the  officers  and  directors  against any losses or
liabilities  they may incur as a result of the manner in which they  operate the
business  or conduct  the  internal  affairs,  provided  that the  officers  and
directors  reasonably  believe  such  actions to be in, or not  opposed  to, the
Company's  best  interests,   and  their  conduct  does  not  constitute   gross
negligence, misconduct or breach of fiduciary obligations.

Market and Capital Risks

Future  issuances  of the  Company's  shares may lead to future  dilution in the
value of its common stock, a reduction in shareholder  voting power, and prevent
a change in Company control.
The shares may be substantially diluted due to the following:

         o    Issuance of common stock in  connection  with  funding  agreements
              with third  parties and future  issuances of common and  preferred
              stock by the Board of Directors, and
         o    The Board of Directors has the power to issue additional shares of
              common stock and  preferred  stock and the right to determine  the
              voting, dividend, conversion,  liquidation,  preferences and other
              conditions of the shares without shareholder approval.

Stock  issuances  may result in  reduction  of the book value or market price of
outstanding  shares of common stock. If the Company issues any additional shares
of common or preferred stock, proportionate ownership of common stock and voting
power will be reduced.  Further,  any new issuance of common or preferred shares
may prevent a change in control or management.

Issuance  of  preferred   stock  could  depress  the  market  value  of  current
shareholders and could have a potential anti-takeover effect.
The Company has  30,000,000  authorized  shares of  preferred  stock that may be
issued by action of the Board of Directors. The Board of Directors may designate
voting control,  liquidation,  dividend and other preferred  rights to preferred
stock  holders.  The Board of  Directors'  authority  to issue  preferred  stock
without  shareholder consent may have a depressive effect on the market value of
the common stock. The issuance of preferred stock, under various  circumstances,
could have the effect of  delaying  or  preventing  a change in control or other
take-over attempt and could adversely affect the rights of holders of the shares
of common stock.

Preferred stock holders would receive dividends,  if any, at a rate twenty times
that paid per share of the common stock holders;  accordingly,  if dividends are
declared,  preferred stock holders will have preferential  rights in the payment
of dividends.

                                       14
<PAGE>

The holders of shares of preferred stock are entitled to receive, out of Company
assets,  legally  available,  and as when  declared  by the Board of  Directors,
dividends of every kind declared and paid to holders of commons stockholders, at
a rate of twenty times that paid for shares of common  stock.  Because the Board
of Directors has the authority to issue  preferred stock to such preferred stock
holders will have preferential rights in the payment of dividends.

Because the common  stock is  considered a penny stock,  any  investment  in the
common  stock is  considered  to be a  high-risk  investment  and is  subject to
restrictions on marketability.
The common stock has traded on the  Over-the-Counter  Bulletin  Board since June
2001.  The bid price of the common  stock has been less than $5.00  during  this
period.  The  Company  is  subject  to the  penny  stock  rules  adopted  by the
Securities and Exchange  Commission  that require  brokers to provide  extensive
disclosure to its  customers  prior to executing  trades in penny stocks.  These
disclosure  requirements  may cause a reduction  in the trading  activity of the
common stock.

Broker-dealer  practices in  connection  with  transactions  in penny stocks are
regulated by certain  penny stock rules adopted by the  Securities  and Exchange
Commission.
Penny stocks  generally are equity  securities  with a price of less than $5.00.
Penny stock rules require a broker  dealer,  prior to a  transaction  in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its  salesperson  in the  transaction,  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  In addition,  the penny stock rules generally  require that prior to a
transaction  in  a  penny  stock,  the  broker-dealer  make  a  special  written
determination  that the penny stock is a suitable  investment  for the purchaser
and receives the purchaser's written agreement to the transaction.

Because the Company is subject to the penny  stock  rules its  shareholders  may
find it difficult to sell their shares.

                          Item 7. Financial Statements
                          ----------------------------

See the index to consolidated  financial  statements and consolidated  financial
statement schedules included herein as Item 13.

       Item 8. Changes In and Disagreements With Accountants on Accounting
       -------------------------------------------------------------------
                            and Financial Disclosure
                            ------------------------

                                      None.


                        ITEM 8A. CONTROLS AND PROCEDURES
                       ----------------------------------

(a)  Evaluation of disclosure controls and procedures.

Under the supervision and with the  participation  of our Management,  including
our principal executive officer and principal financial officer, we conducted an
evaluation of the  effectiveness  of the design and operations of our disclosure
controls and  procedures,  as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities  Exchange Act of 1934, as of June 30, 2003. Based on this evaluation,
our chief  executive  officer and chief  financial  officer  concluded  that our
disclosure  controls  and  procedures  were  effective  such  that the  material
information  required to be included in our Securities  and Exchange  Commission
("SEC") reports is recorded, processed,  summarized and reported within the time
periods  specified  in SEC rules and forms  relating to Park City  Group,  Inc.,
including our  consolidated  subsidiaries,  and was made known to them by others
within those entities, particularly during the period when this report was being
prepared.

(b)  Changes in internal controls over financial reporting.

In addition,  there were no  significant  changes in our  internal  control over
financial reporting that could significantly affect these controls during fiscal
year ended June 30, 2003. We have not identified any  significant  deficiency or
materials  weaknesses  in our internal  controls,  and  therefore  there were no
corrective actions taken.


                                       15
<PAGE>

                                    PART III
                                    --------

      Item 9. Directors, Executive Officers, Promoters and Control Persons;
      ---------------------------------------------------------------------
                Compliance With Section 16(a) of the Exchange Act
                -------------------------------------------------

The Board of Directors  and executive  officers  consist of the persons named in
the table below.  Vacancies in the Board of Directors  may only be filled by the
Board of Directors by majority  vote at a Board of  Director's  meeting of which
stockholders  holding a majority of the issued and outstanding shares of capital
stock are present. The directors are elected annually by the stockholders at the
annual  meeting.  Each director  shall be elected for the term of one year,  and
until  his  or  her  successor  is  elected  and  qualified,  or  until  earlier
resignation  or  removal.  The bylaws  provide  for at least one  director.  The
directors and executive officers are as follows:

           Name               Age               Position - Committee
           ----               ---               --------------------

   Randall K. Fields           56         President, Chief Executive Officer
                                          Chairman of the Board and Director
      *Peter Jensen            53      Chief Financial Officer and Secretary
     Thomas W. Wilson          71   Director and Compensation Committee Chairman
     William R. Jones          68      Director and Audit Committee Chairman
    Bernard F. Brennan         65                    Director
   **Edward C. Dmytryk         57                    Director
   ***Anthony E. Meyer         42                    Director
    ****Terry R. Peets         59                    Director
 *****Stephen D. Weinroth      64                    Director

*Appointed CFO on 6/3/03
** Became acting CFO of the Company on 10/11/02, resigned as acting CFO on
   6/3/03
***Joined Board 10/14/02
****Resigned from the Board 11/21/02
*****Resigned from the Board 10/14/02

Randall K. Fields has been the President,  Chief Executive Officer, and Chairman
of the Board of Directors since June,  2001. Mr. Fields founded Park City Group,
Inc., a software  development  company based in Park City, Utah, in 1990 and has
been its President, Chief Executive Officer, and Chairman of the Board since its
inception in 1990. Mr. Fields has been  responsible for the strategic  direction
of Park City Group, Inc. since its inception.  Mr. Fields co-founded Mrs. Fields
Cookies with his then wife, Debbi Fields.  He served as Chairman of the Board of
Mrs.  Fields  Cookies  from  1978  to  1990.  In the  early  1970's  Mr.  Fields
established a financial and economic  consulting  firm called Fields  Investment
Group.  Mr.  Fields  received a Bachelor of Arts degree in 1968 and a Masters of
Arts  degree  in 1970 from  Stanford  University,  where he was Phi Beta  Kappa,
Danforth Fellow and National Science Foundation Fellow.

Peter  Jensen  has been Chief  Financial  Officer  since June 3, 2003.  Prior to
joining Park City Group Mr. Jensen was a partner at the CPA firm of Niederhauser
& Davis, LLC in Park City, Utah from July 2000. From 1996 to 2000 Mr. Jensen was
a vice president of Enstor,  LP, a developer of energy projects.  Mr. Jensen has
previously  served  as  Treasurer  of  Plantronics,   Inc.,  a  publicly  traded
communications equipment manufacturer,  and as Senior Manager at the CPA firm of
KPMG.  Mr.  Jensen  received a Bachelor  of Science  degree in  Accounting  from
Brigham Young  University  and a Masters of Business  Administration  from Santa
Clara University.

Thomas W. Wilson, Jr. has been a director since August, 2001. Mr. Wilson is also
currently a director  and the Chairman of the Board of  Productivity  Solutions,
Inc., a Jacksonville,  Florida builder of customer  self-checkout  point-of-sale
equipment.  From 1995 to 1999,  Mr.  Wilson  was the  Chairman  of the Board and
currently  serves as a member of the Board of  Information  Resources,  Inc.,  a
Chicago,  Illinois-based  provider of point-of-sale  information  based business
solutions to the consumer packaged goods industry. From 1998 to 1999, Mr. Wilson
was the Interim Chief Executive Officer of Information Resources, Inc. From 1966
to 1990,  Mr. Wilson was employed in various  capacities  with McKinsey & Co., a
management  consulting  company.  In 1968,  Mr.  Wilson was elected a Partner of
McKinsey  and Co.,  and in 1972 he was  elected  a Senior  Partner.  Mr.  Wilson
received a Bachelor  of Arts  Degree  from  Dartmouth  College  and a Masters of
Business  Administration  Degree from the Wharton  school of the  University  of
Pennsylvania.


                                       16
<PAGE>

William R. Jones has been a director  since August,  2001.  Mr. Jones founded WR
Jones  Associates  in 1996, a  consulting  firm that  assists  startup  software
companies to form  marketing  strategies,  management  processes and  management
teams.  Mr.  Jones  served as a  vice-president  of Park City Group from 1991 to
1994.  From 1984 to 1991,  Mr.  Jones was  employed  at  International  Business
Machines in various capacities,  including having served as a vice-president and
was  in  charge  of all  marketing  to  the  U.S.  retail  industry.  Mr.  Jones
participated in bringing IBM's technologies to market,  including: (i) Universal
Product Code for item  identification,  (ii) The original IBM Personal Computer,
(iii) Computer Assisted Manufacturing (iv) Just-in-Time inventory management and
(v) Quick Response - supply chain inventory management

Bernard F. Brennan has been a director since August,  2001. Mr. Brennan has been
a senior executive (CEO and President) with such  organizations as Sears Roebuck
&  Company,  Montgomery  Ward  Corporation,  Von's  Supermarkets  as  well as an
additional  broad spectrum of retail  operations.  He became  President & CEO of
Household Merchandising, Inc., a $5 billion division of Household International,
Inc. where he also served on Household International's board of directors. There
he oversaw a diversity of retail operations,  including Von's Supermarkets,  Ben
Franklin Stores, Coast-To-Coast Stores, TG & Y Discount Stores, Barker Brothers,
Colby's and American Furniture Stores. In 1985, Brennan rejoined Montgomery Ward
Corporation as Chairman & CEO of the holding company, including the Retail Group
and Signature Direct  Marketing  Group,  where he served until 1997. Mr. Brennan
has also served as chairman  of the  National  Retail  Federation.  Mr.  Brennan
currently serves on the board for Marketmax,  a retail merchandising  technology
company,  and Spotlight  Solutions,  a retail  pricing  optimization  technology
company.

Edward C. Dmytryk has been a director  since June,  2000. In October  2002,  Mr.
Dmytryk took on additional  responsibilities  as acting Chief Financial  Officer
and as such resigned from the Audit Committee.  He served in this capacity until
June 2003.  Since September 1999, Mr. Dmytryk has also been the Acting President
of GNR Health Systems,  Inc., a physical  therapy products sales company located
in Ocala, Florida and is on the Board of Directors of Colmena Corporation. Since
June of 1990, Mr. Dmytryk has also been the owner and Chief Executive Officer of
Benchmark  Industries,  Inc., a metal fabrications company headquartered in Fort
Worth,  Texas.  Mr.  Dmytryk  graduated  Summa Cum Laude from the  Citadel,  the
Military College of South Carolina in 1968 with a Bachelor of Science Degree.

Anthony E. Meyer has been a  director  since  October,  2002.  Mr.  Meyer is the
Chairman of privately held Meyer and Company LLC, a diversified merchant-banking
firm based in New York City. He has extensive  experience and  relationships  in
the real estate, finance, venture capital,  technology, and media sectors. Prior
to founding Meyer and Company,  Meyer was a Managing Director at Lazard Freres &
Company LLC, a leading global private  investment  bank. Prior to joining Lazard
Freres,  Meyers  was a General  Partner of  Trammell  Crow  Company,  one of the
largest diversified real estate companies in the US. After co-founding  Trammell
Crow  Ventures,  he  served  as the Chief  Investment  Officer  and led the $2.6
billion investment  management company's efforts in real estate,  private equity
and venture  capital.  In his  positions  of  entrepreneur,  adviser and private
investor,  Meyer worked with many private and public company representing a wide
variety of  industries  some of which he  continues  to serve as a member of the
Board of Directors. Mr. Meyer graduated from Harvard University with a degree in
Economics and he received his MBA from Harvard Business School.

Terry R. Peets  joined the Board of  Directors  in April 2002 and  resigned  his
position in  November  2002.  Mr.  Peets is  currently  an advisor to J P Morgan
Partners and holds director  positions with Diamond Brands,  Inc.,  SuperMarkets
Online,  PSC/Spectra  Physics,  Doane  Pet  Care,  Inc.,  City of  Hope  and the
Children's Museum of Orange County.

Stephen  D.  Weinroth  joined  the  Board of  Directors  on March 11,  2002,  to
represent the  interests of AW Fields  Acquisition,  Inc. AW Fields  Acquisition
resigned its board  representation  on October 14, 2002. Mr.  Weinroth serves on
the board of the following  entities:  K. Hovnanian  Enterprises,  Inc., Central
Asian-American   Enterprise  Fund,   Financial  Federal  Corporation  and  First
Britannia Mezzanine N.V.

Our Executive  Officers are elected by the Board on an annual basis and serve at
the discretion of the Board.


                                       17
<PAGE>


                         Item 10. Executive Compensation
                         -------------------------------

The following table sets forth  information  concerning the compensation paid to
the Company's Chief Executive Officer,  and all persons serving as the Company's
most  highly  compensated  executive  officers  other  than its chief  executive
officer,  who were serving as  executive  officers as of June 30, 2003 and whose
annual compensation  exceeded $100,000 during such year (collectively the "Named
Executive Officers).

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                              Annual Compensation                 Long-Term Compensation Awards
                                              -------------------                 -----------------------------
                                                                              Restricted     Securities
                                                              Other Annual      Stock        Underlying      LTIP
    Name and Principal      Year/      Salary                 Compensation      Awards     Options/SARs     Payouts
        Position           Period       ($)       Bonus ($)        ($)           ($)            (#)           ($)
<S>                          <C>        <C>           <C>        <C>              <C>              <C>         <C>

    Randall K. Fields
   Chairman, President
         and CEO             *2001      175,000            -     30,942 (1)            -           -           -
                              2002      358,750            -     48,334 (1)            -           -           -
                              2003      330,000        6,477     41,185 (1)       24,167           -           -

     Shaun Broadhead
     PCG Director of
       Research &
       Development           *2001       55,000            -      1,098 (2)            -           -           -
                              2002      127,708            -      2,554 (2)            -           -           -
                              2003      108,750        6,477        675 (2)       24,167           -           -

      Carolyn Doll
   PCG Vice-President
        Marketing            *2001       60,000            -     13,605 (3)            -           -           -
                              2002      120,000            -      2,400 (3)            -           -           -
                              2003      105,000        6,477        600 (3)       24,167           -           -

      Will Dunlavy
   PCG Vice-President
       Operations            *2001       57,500        6,250      1,148 (4)            -           -           -
                              2002      115,000        6,250      2,425 (4)            -           -           -
                              2003      103,750       31,477        575 (4)       24,167           -           -

       Paul Baird
   PCG Vice-President
   Consulting Services        2002       75,000       10,080     40,938 (5)            -           -           -
                              2003      112,500        6,477        625 (5)       24,167           -           -

      Peter Jensen
 Chief Financial Officer
   Corporate Secretary        2003       13,333            -          - (6)        5,667           -           -

</TABLE>

* Compensation  amounts for 2001 are for the period January 1, 2001 through June
30, 2001.
(1) These amounts include  employer  contributions  to the Company's 401(k) Plan
for the benefit of Mr. Fields in the amounts of $1,608,  $5,278,  and $2,997 for
2003,  2002,  and 2001,  respectively,  as well as payments  for unused  accrued
vacation  and sick leave of $39,577,  $43,076,  and  $27,945 for 2003,  2002 and
2001,  respectively;  (2) These amounts represent employer  contributions to the
Company's  401(k)  Plan for the  benefit  of Mr.  Broadhead;  (3) These  amounts
include  employer  contributions to the Company's 401(k) Plan for the benefit of
Mrs.  Doll,  as well as  commissions  of  $12,406  in 2001;  (4)  These  amounts
represent the employer contribution to the Company's 401(k) Plan for the benefit
of Mr.  Dunlavy;  (5) Mr. Baird started with Park City Group in January 2002 and
left the Company in July 2003. These amounts includes employer  contributions to
the  Company  401K plan for the  benefit  of Mr.  Baird,  as well as  $40,000 of
reimbursed  relocation  expenses in 2002;  (6) Mr. Jensen started with Park City
Group in May 2003 and was appointed CFO in June 2003.

                                       18
<PAGE>

Employment Agreement with Randall K. Fields
Park  City  Group  has an  employment  agreement  with its  president  and chief
executive  officer,  Randall K. Fields,  dated  effective  January 1, 2001,  and
revised  effective July 1, 2003. The term of the revised agreement is five years
ending June 30, 2008, with automatic one-year renewals.  This revised employment
agreement provides for:

         o    An annual base salary of $350,000,
         o    Use of a company vehicle,
         o    Employee benefits that are generally  provided to Park City Group,
              Inc. employees, and
         o    A bonus to be determined annually by the Compensation Committee of
              the Board of Directors.

Effective  October 1, 2002,  Mr. Fields agreed to a temporary,  but  indefinite,
reduction of his base salary to $317,500.

Director Compensation
The continuing  outside  directors,  Edward C. Dmytryk,  Thomas W. Wilson,  Jr.,
William R. Jones, Bernard F. Brennan, and Anthony E. Meyer receive the following
compensation:

         o    Annual cash compensation of $6,000 reflecting $2,000 per scheduled
              in person director's meetings.
         o    Options to acquire  125,000  shares of common stock  (adjusted for
              any stock  splits) to be granted  annually at the beginning of the
              fiscal  year,  July 1, with an exercise  price equal to the market
              price on the date of grant with such  options to fully vest at the
              end of the respective fiscal year .
         o    During his tenure as Acting CFO, Mr. Dmytryk  received  $62,500 in
              salary, $6,477 in bonuses, and stock valued at $14,490.

401(k) Retirement Plan.
The Company offers an employee benefit plan under Benefit Plan Section 401(k) of
the  Internal  Revenue  Code.  Employees  who  have  attained  the age of 21 are
immediately eligible to participate. The Company, at its discretion, matches 50%
of the first 4% of each employee's  contributions.  No matching contribution was
made after  September 30, 2002.  The expenses  related to the plan for the years
ended June 30, 2003 and 2002 were $12,903 and $53,910, respectively.

Indemnification for Securities Act Liabilities
Nevada law authorizes, and the Company's Bylaws and Indemnity Agreements provide
for,  indemnification  of the Company's  directors and officers  against claims,
liabilities,   amounts  paid  in  settlement   and  expenses  in  a  variety  of
circumstances.  Indemnification  for  liabilities  arising  under the Act may be
permitted  for  directors,  officers  and  controlling  persons  of the  Company
pursuant to the  foregoing or otherwise.  However,  the Company has been advised
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore, unenforceable.

Stock Options and Warrants
The  Company  has  stock  option  plans  that  enable  it to issue to  officers,
directors,  consultants  and employees  nonqualified  and  incentive  options to
purchase  common stock.  At June 30, 2003, a total of 18,458,334 of such options
were outstanding with exercise prices ranging from $0.08 to $0.24 per share.

At June 30, 2003 a total of  62,269,536  warrants  to purchase  shares of common
stock were  outstanding.  Of those warrants,  300,000 have been issued to former
officers  of  Amerinet;   248,273  were  assumed  in  the  reverse  acquisition;
32,465,310  were issued in connection  with certain debt  financings;  1,575,000
were issued in settlement of a legal claim;  and 27,680,953 were issued based on
antidilution  provisions associated with shares and warrants issued with certain
transactions.  These warrants have exercise prices ranging from $0.04 to $1.4325
per share and expire between August 31, 2003 and November 12, 2007.

Compensation Committee Interlocks and Insider Participation
No executive officers of the Company serve on the Compensation  Committee (or in
a like capacity) for the Company or any other entity.


                   [Balance of page intentionally left blank]


                                       19
<PAGE>

     Item 11. Security Ownership of Certain Beneficial Owners and Management
     -----------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial ownership of the Company's Common Stock as of June 30, 2003, for each
person or entity  that is known to  beneficially  own more than 5 percent of the
Common Stock. As of June 30, 2003, there were 213,740,591 shares of Common Stock
outstanding.
<TABLE>
<CAPTION>

  Title of                                                        Amount of Beneficial   Nature of
  ---------                                                       --------------------   ---------
    Class             Name and Address of Beneficial Owner                Ownership      Ownership   Percent of Class
    -----             ------------------------------------                ---------      ---------   ----------------

   <S>            <C>                                                  <C>                <C>             <C>
   Common         Randall K.  Fields, Park City, Utah                  35,181,662 (8)     Direct          16.46%
   Common         Riverview Financial Corp., Park City, Utah (1)       92,780,243         Direct          43.41%
   Common         AW Fields Acquisition, LLC, New York, New York       57,500,002 (3)     Direct          26.90%
                                                                      -----------                         -----

                                     Total                            185,461,907                         86.77%
                                                                      ===========                         =====
</TABLE>

(1)  Randall  K.  Fields is the  president  and 100%  shareholder  of  Riverview
Financial Corp.

Security Ownership of Management
The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial  ownership  of  Common  Stock  as of June 30,  2003,  for each of the
directors, each of the Named Executive Officers, and all directors and executive
officers  as a group.  As of June 30,  2003,  there were  213,740,591  shares of
Common Stock outstanding.
<TABLE>
<CAPTION>

                                                                      Amount of
                                                                      Beneficial        Nature of
Title of Class    Name, Position and Address of Beneficial Owner      Ownership (1)     Ownership   Percent of Class
--------------    ----------------------------------------------      -----------       ---------   ----------------

<S>               <C>                                                 <C>               <C>              <C>
Common            Randall K.  Fields, President, CEO, Chairman
                  and Director                                        127,961,905 (2)   Direct and        59.87%
                  Park City, Utah                                                       Indirect

Common            Edward C.  Dmytryk, Director
                  Ocala, Florida                                          862,660         Direct              *

Common            Thomas W.  Wilson Jr., Director                      13,406,648 (4)     Direct           6.27%
                  Westport, Connecticut

Common            William R.  Jones; Director
                  Cumming, Georgia                                        158,300         Direct              *

Common            Bernard F. Brennan, Director                         14,055,654 (5)     Direct           6.58%
                  Point Vedra Beach, Florida

Common            Terry R. Peets, Director (8)                                                               *
                  Balboa Island, California                               397,540 (6)     Direct


Common            Anthony E. Meyer                                      6,773,913 (7)     Direct           3.17%
                  New York, New York

Common            Peter Jensen, CFO and Secretary                         133,334         Direct              *
                  Park City, Utah


Common            Executive Officers & Directors as a Group           163,749,954                         76.61%
</TABLE>

* Less than 1%.
---------------

(1)  Beneficial  ownership  is  determined  in  accordance  with SEC  rules  and
generally  includes  holding  voting and  investment  power with  respect to the
securities.  Shares of common  stock  subject to options or  warrants  currently
exercisable, or exercisable within 60 days, are deemed outstanding for computing
the  percentage  of  the  total  number  of  shares  beneficially  owned  by the
designated  person,  but are not deemed outstanding for computing the percentage
for any other person.
(2) Includes  92,780,243  shares of common  stock owned by  Riverview  Financial
Corp., which is 100% owned by Randall K. Fields.
(3) Includes warrants to purchase 28,750,001 shares of common stock.
(4) Includes warrants and options to purchase 9,299,505 shares of common stock.

                                       20
<PAGE>

(5) Includes warrants and options to purchase 9,127,083 shares of common stock.
(6) Includes warrants to purchase 397,540 shares of common stock.
(7) Includes warrants to purchase 6,773,913 shares of common stock.
(8) Includes warrants and options to purchase 13,690,185 shares of common stock.

Change in Control
The Company is not currently  engaged in any activities or arrangements  that it
anticipates will result in a change in control of the Company.

Pursuant to the terms of the note  payable  with Whale  Investments,  Ltd.,  the
Company  stock  partially  securing  the note payable  equates to a  controlling
interest  in the  Company.  In the event of the  Company's  default on the Whale
Investments,  Ltd. note payable,  the note holder may choose to foreclose on the
Company  stock  partially  securing  the  note,  which  would  result  in  Whale
Investment, Ltd. becoming the majority shareholder of the Company.


             Item 12. Certain Relationships and Related Transactions
             -------------------------------------------------------

The Company has a note payable to Riverview Financial  Corporation  (Riverview),
in the principal amount of $3,260,714, a discount of $131,250, and a net balance
of $3,129,464,  at June 30, 2003 with accrued interest of $1,049,065.  The chief
executive  of Riverview  is also the chief  executive of the Company.  In August
2002  the  interest  rate was  increased  from  10% to 12% and  from  simple  to
compounded  interest.  Riverview was issued  7,000,000 shares of common stock in
November 2002 in consideration for an extension of the due date to January 2004.
See notes 7 and 12 to the audited financial statements.

Riverview has loaned the Company  $345,000 under a note payable bearing interest
at 18%.  Payments are made monthly for interest only,  with the principal due in
December  2004.  Riverview  was issued  857,143  shares of common stock in as an
inducement  to  make  the  loan.  See  notes 8 and 12 to the  audited  financial
statements.

The  Company's  CEO has made loans to the Company to cover short term cash needs
pursuant to a line of credit  promissory  note payable.  Repayments  are made as
funds are available,  with a due date of July 31, 2004.  Interest is at 12%. The
balance due under the line of credit at June 30, 2003 was $55,000. See note 7 to
the audited financial statements.

In December  2002 the Company  obtained a $2,000,000  note payable  funding from
Whale Investment,  Ltd. The note bears interest at 18%, payable monthly,  and is
due in December 2004. Whale Investment,  Ltd. is controlled by an individual who
was already a  shareholder  of the Company at the time of the loan.  See notes 8
and 12 to the audited financial statments.

The Company has a payable to chief executive officer of $54,989 at June 30, 2003
for unreimbursed business expenses, which is included in accounts payable.

The  Company  issued  shares of common  stock and  warrants  to an  officer  and
directors pursuant to antidilution  rights triggered by terms of the bridge note
financings. See notes 8 and 12 to the audited financial statements.

                    Item 13. Exhibits and Reports on Form 8-K
                    -----------------------------------------

On May 21, 2003,  the Company  filed a Current  Report on Form 8-K dated May 21,
2003 disclosing under Item 9 the operating and financial results for the quarter
ended March 31, 2003.

On June 4, 2003,  the Company  filed a Current  Report on Form 8-K dated June 4,
2003 disclosing  under Item 5 the resignation of Edward C. Dmytryk as Acting CFO
and the appointment of Peter Jensen as CFO.

On July 14, 2003,  the Company filed a Current  Report on Form 8-K dated July 2,
2003  disclosing  under Item 2 the  cancellation  of 6,283,529  shares of common
stock  pledged  under  Subscription  Agreements  from  three  shareholders.  The
Promissory Notes related to the Subscription Agreements were in default.

Exhibits, Financial Statements and Schedules
The Consolidated Financial Statements and Report of Independent  Accountants are
contained in this Form 10-KSB beginning on page 24.

Exhibit 31.1    Certification of Chief Executive Officer Pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002

Exhibit 31.2    Certification of Chief Financial Officer Pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002

Exhibit 32.1    Certification Pursuant  to 18 U.S.C.  Section  1350,  as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2    Certification  Pursuant  to 18 U.S.C.  Section 1350,  as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                                       21
<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              PARK CITY GROUP, INC.
                                  (Registrant)

Date:    October 14, 2003                   By  /s/ Randall K.  Fields
         ----------------                   --------------------------
                                            Randall K.  Fields
                                            President, Chief Executive Officer,
                                            Chairman of the Board and Director

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>


     Signature                                        Title                                  Date

<S>                                 <C>                                              <C>
/s/ Randall K. Fields               President, Chief Executive Officer,              October 14, 2003
--------------------------          Chairman of the Board and Director               ----------------
Randall K. Fields                   (Principal Executive Officer)


/s/ Peter Jensen                    Chief Financial Officer and                      October 14, 2003
--------------------------          Secretary                                        ----------------
Peter Jensen

/s/ Edward C.  Dmytryk              Director                                         October 14, 2003
--------------------------                                                           ----------------
Edward C.  Dmytryk


/s/ William R.  Jones               Director                                         October 14, 2003
--------------------------                                                           ----------------
William R.  Jones

/s/ Thomas W.  Wilson, Jr.          Director                                         October 14, 2003
--------------------------                                                           ----------------
Thomas W.  Wilson, Jr.


/s/ Bernard F. Brennan              Director                                         October 14, 2003
--------------------------                                                           ----------------
Bernard F. Brennan

/s/ Anthony E. Meyer                Director                                         October 14, 2003
--------------------                                                                 ----------------
Anthony E. Meyer

</TABLE>

                                       22
<PAGE>

                      Park City Group, Inc. & Subsidiaries
                      ------------------------------------
                        Consolidated Financial Statements
                        ---------------------------------
                             June 30, 2003 and 2002
                             ----------------------
                   Index to Consolidated Financial Statements
                   ------------------------------------------

                                                                       Page No.

Independent Auditors' Report
Tanner + Co.                                                              24


Consolidated Balance Sheet as of June 30, 2003                            25

Consolidated Statements of Operations for the years
ended June 30, 2003 and 2002                                              26

Consolidated Statements of Stockholders' Deficit for
the years ended June 30, 2003 and 2002                                    27

Consolidated Statements of Cash Flows for the years
ended June 30, 2003 and 2002                                              28

Notes to Consolidated Financial Statements                                29


                                       23
<PAGE>


                      Park City Group, Inc. & Subsidiaries
                      ------------------------------------
                          Independent Auditors' Report
                          ----------------------------


To the Board of Directors and
Shareholders of Park City Group, Inc.

We have audited the accompanying  consolidated balance sheet of Park City Group,
Inc.  and  Subsidiaries  as of  June  30,  2003,  and the  related  consolidated
statements of operations,  stockholders'  deficit,  and cash flows for the years
ended June 30, 2003 and 2002. These  consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Park City Group,
Inc. and  subsidiaries  as of June 30, 2003 and the results of their  operations
and their cash flows for the years ended June 30, 2003 and 2002,  in  conformity
with accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has a working capital deficit and
has suffered  recurring losses that raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 2. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.



/s/ Tanner + Co.
-------------------
Salt Lake City, Utah
October 9, 2003


                                       24
<PAGE>
                      Park City Group, Inc. & Subsidiaries
                      ------------------------------------
                           Consolidated Balance Sheet
                           --------------------------
                                  June 30, 2003
                                  -------------

                  Assets
                  ------

Current assets:
---------------
Cash                                                              $      69,305
Receivables, net of allowance for doubtful
accounts                                                                945,402
Prepaid expenses and other current assets                                49,267
                                                                  --------------
                  Total current assets                                1,063,974
                                                                  --------------

Property and equipment, net of accumulated
depreciation and amortization                                           105,355
                                                                  --------------
Other assets:
         Deposits and other assets                                      117,049
         Capitalized software costs, net
         of accumulated amortization                                    864,106
                                                                  --------------
                  Total other assets                                    981,155
                                                                  --------------

                  Total assets                                    $   2,150,484
                                                                  ==============

                  Liabilities and Stockholders' Deficit
                  -------------------------------------

Current liabilities
-------------------
Accounts payable                                                  $     763,914
Accrued liabilities                                                     637,167
Deferred revenue                                                      1,218,070
Advances payable                                                        175,000
Current portion of long-term debt and                                    24,548
capital lease obligations
Notes payable to related parties, net
of discount of $131,250                                               3,184,464
Accrued interest on notes payable to
related parties                                                       1,049,065
                                                                   -------------


                  Total current liabilities                           7,052,228


Long-term debt and related party note
payable, less current portion, net of
discount of $242,166                                                  3,027,576
                                                                  --------------

                  Total liabilities                                  10,079,804
                                                                  --------------

Commitments and contingencies                                                 -

Stockholders' deficit:
Preferred stock, $.01 par value, 30,000,000 shares
authorized no shares issued,                                                  -
Common stock, $.01 par value, 300,000,000 shares
authorized, 213,740,591 issued and outstanding                        2,138,407
Additional paid-in-capital                                            6,445,196
Treasury stock, 100,000 shares                                          (30,000)
Accumulated deficit                                                 (16,482,923)
                                                                  --------------

Total stockholders' deficit                                          (7,929,320)
                                                                  --------------

Total liabilities and stockholders'
deficit                                                           $    2,150,484
                                                                  ==============


          See accompanying notes to consolidated financial statements.



                                       25
<PAGE>

                      Park City Group, Inc. & Subsidiaries
                      ------------------------------------
                      Consolidated Statement of Operations
                      ------------------------------------
                   For the Years Ended June 30, 2003 and 2002
                   ------------------------------------------


                                                      Year Ended     Year Ended
                                                    June 30, 2003  June 30, 2002
                                                    -------------  -------------
Revenues:
         Software licenses                          $   2,647,188  $  1,664,207
         Maintenance and support                        2,035,891     1,888,415
         Consulting and other                             667,103       316,798
                                                    -------------  -------------
                  Total revenues                        5,350,182     3,869,420

Cost of revenues                                        1,101,871       839,700
                                                    -------------  -------------

                  Gross margin                          4,248,311     3,029,720
                                                    -------------  -------------
Operating expenses:
         Research and development                       1,151,907       725,562
         Sales and marketing                            1,460,283     1,614,710
         General and administrative expenses            2,181,089     1,908,983
         Impairment of capitalized software costs       2,242,079             -
                                                    -------------  -------------

                  Total operating expenses              7,035,358     4,249,255
                                                    -------------  -------------

                  Loss from operations                 (2,787,047)   (1,219,535)
                                                    -------------  -------------

         Interest expense                              (2,216,308)     (771,225)
                                                    -------------  -------------

                  Loss before income taxes             (5,003,355)   (1,990,760)
                                                    -------------  -------------
Income tax (expense) benefit:
         Current                                                -             -
         Deferred                                               -    (1,400,000)
                                                    -------------  -------------

                                                                -    (1,400,000)
                                                    -------------  -------------

                  Net loss                          $  (5,003,355) $ (3,390,760)
                                                    -------------  -------------

Preference dividend to shareholders                             -      (670,000)
                                                    -------------  -------------

Net loss available to common shareholders           $ (5,003,355)  $ (4,060,760)
                                                    -------------  -------------

Weighted average shares, basic and diluted            198,027,000   155,737,000
                                                    -------------  -------------

Basic and diluted loss per share                    $       (0.03) $      (0.02)
                                                    -------------  -------------



See accompanying notes to consolidated financial statements.



                                       26
<PAGE>

                      Park City Group, Inc. & Subsidiaries
                      ------------------------------------
                 Consolidated Statement of Stockholders' Deficit
                 -----------------------------------------------
                   For the Years Ended June 30, 2003 and 2002
                   ------------------------------------------
<TABLE>
<CAPTION>

                                                       Additional
                                Common Stock            Paid-In    Subscription     Treasury    Accumulated
                             Shares       Amount         Capital    Receivable       Stock        Deficit        Total
                            -----------  -----------  -----------  -------------  ----------  -------------  -------------

<S>                         <C>          <C>          <C>           <C>            <C>        <C>            <C>
Balance, June 30, 2001      149,276,564  $ 1,492,766  $  1,829,539  $ (1,323,200)  $       -  $  (8,088,808) $  (6,089,703)

Beneficial conversion
feature on AW Fields note             -            -       233,334             -           -              -        233,334

Payment received on stock
subscription receivable               -            -             -       255,000           -              -        255,000

Common stock issued for:
      Cash                   10,466,667      104,667     2,072,083             -           -              -      2,176,750
      Services                  566,667        5,667        67,333             -           -              -         73,000
      Cancellation of
      rights                  4,466,667       44,667       (44,667)            -           -              -              -
      Conversion of debt     11,666,667      116,667     1,456,795             -           -              -      1,573,462

Purchase of treasury stock     (100,000)           -             -             -     (30,000)             -        (30,000)

Net loss                              -            -             -             -           -     (3,390,760)    (3,390,760)
                            -----------  -----------  ------------  ------------   ---------  -------------  -------------

Balance, June 30, 2002      176,343,232    1,764,434     5,614,417    (1,068,200)    (30,000)   (11,479,568)    (5,198,917)

Common stock issued for:
      Compensation            4,708,367       47,083       105,584             -           -              -        152,667
      Services                  349,901        3,499        20,994             -           -              -         24,493
      Settlement              1,575,000       15,750        74,551             -           -              -         90,301
      Debt refinancing       11,666,667      116,667       402,857             -           -              -        519,524
      Antidilution
      provisions             25,380,953      253,809       119,179             -           -              -        372,988

Warrants issued with                  -            -       922,090             -           -              -        922,090
related party Bridge Notes
Repricing of related                  -            -        11,178             -           -              -         11,178
party Bridge Note warrants
Warrants issued with                  -            -       179,711             -           -              -        179,711
related party note payable

Cancellation under
subscription agreements      (6,283,529)     (62,835)   (1,005,365)    1,068,200           -              -              -

Net loss                              -            -             -             -           -     (5,003,355)    (5,003,355)
                            -----------  -----------  ------------  ------------   ---------  -------------  -------------

Balance, June 30, 2003      213,740,591  $ 2,138,407  $  6,445,196  $          -   $ (30,000) $ (16,482,923) $  (7,929,320)
                            ===========  ===========  ============  ============   =========  =============  =============
</TABLE>


See accompanying notes to consolidated financial statements.



                                       27
<PAGE>

                      Park City Group, Inc. & Subsidiaries
                      ------------------------------------
                      Consolidated Statement of Cash Flows
                      ------------------------------------
                   For the Years Ended June 30, 2003 and 2002
                   ------------------------------------------
<TABLE>
<CAPTION>

                                                                            Year Ended      Year Ended
                                                                           June 30, 2003   June 30, 2002
                                                                           -------------   -------------
<S>                                                                        <C>             <C>
Cash flows from Operating Activities:
         Net loss                                                          $  (5,003,355)  $  (3,390,760)
Adjustments to reconcile net loss to net cash used in
operating activities:
         Depreciation and amortization                                           296,135         146,452
         Bad debt expense                                                         78,920          10,840
         Impairment of capitalized software costs                              2,242,079               -
         Loss on disposition of assets                                            32,931           2,189
         Deferred income taxes                                                         -       1,400,000
         Stock issued for services and compensation                              640,450          73,000
         Amortization of beneficial conversion feature                                 -          77,777
         Amortization of discounts on debt                                     1,195,713               -
         Repricing of warrants                                                    11,178               -

         Decrease (increase) in:
                  Trade receivables                                             (288,558)       (212,429)
                  Related party receivables                                            -         (23,625)
                  Prepaid and other assets                                        60,097          (4,264)
                  Stock subscription receivable                                        -         206,800

         Increase (decrease) In:
                  Accounts payable                                               204,056        (110,940)
                  Accrued liabilities                                            266,534          73,218
                  Related party payable                                          (45,000)        100,000
                  Deferred revenue                                              (412,798)         95,126
                  Advances payable                                               175,000               -
                  Accrued interest, related party                                569,896        313,757
                                                                           -------------   -------------
         Net cash used in operating activities                                    23,278      (1,242,859)

Cash flows from investing activities:
         Purchase of property and equipment                                      (14,889)        (50,789)
         Capitalization of software costs                                       (948,788)     (1,701,850)
         Proceeds from disposal of property                                            -           1,946
                                                                           -------------   -------------

         Net cash used in investing activities                                  (963,677)     (1,750,693)

Cash flows from financing activities:
         Net increase (decrease) in line of credit                               (62,500)        395,000
         Receipt of subscription receivable                                            -         255,000

         Purchase of treasury stock                                                    -         (30,000)
         Proceeds from debt                                                    1,135,000               -
         Proceeds from convertible promissory note                                     -       1,667,587
         Payments on notes payable and capital leases                           (203,768)     (1,548,295)
         Proceeds from issuance of common stock                                        -       2,176,750
                                                                           -------------   -------------

         Net cash provided by financing activities                               868,732       2,916,042
                                                                           -------------   -------------
                           Net decrease in cash                                  (71,667)        (77,510)

Cash at beginning of year                                                        140,972         218,482
                                                                           -------------   -------------
Cash at end of year                                                        $      69,305   $     140,972
                                                                           =============   =============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       28
<PAGE>

                      Park City Group, Inc. & Subsidiaries
                      ------------------------------------
                   Notes to Consolidated Financial Statements
                   ------------------------------------------
                         June 30, 2003 and June 30, 2002
                         -------------------------------

1.   Summary of Significant Accounting Policies,  Organization and Principles of
     ---------------------------------------------------------------------------
     Consolidation
     -------------

The Company was incorporated in Delaware on May 11, 1990 as Riverview  Software,
Inc. In 1990, the Company changed its name to Fields Software Group, Inc. and in
1993, the Company's name was changed again to Park City Group, Inc. (PCG).

On June 13, 2001, Park City Group, Inc. (formerly known as Fields  Technologies,
Inc.(FTI) and prior to that AmeriNet Group.com,  Inc.) issued 109,623,600 shares
of common stock in exchange for 98.76% of the issued and  outstanding  shares of
PCG. For  accounting  purposes the business  combination is treated as a reverse
acquisition  or a  recapitalization  of  PCG,  with  PCG  being  treated  as the
accounting acquirer.  On August 7, 2002 Fields  Technologies,  Inc., changed its
name to Park City Group,  Inc., and  reincorporated in Nevada.  Throughout these
financial  statements  when the terms "Company" or "Park City Group" are used it
is referring to the current Nevada successor Park City Group, Inc.

The financial  statements  presented herein reflect the  consolidated  financial
position of PCG and FTI as of June 30, 2003,  and  operations of PCG and FTI for
the years  ended  June 30,  2003 and 2002.  All  intercompany  transactions  and
balances have been eliminated in consolidation.

On April 5, 2001,  the Company  acquired for  $3,750,000  Fresh  Market  Manager
(FMM), which was substantially  owned by the primary  shareholder of the Company
and another  individual.  In as much as the transaction was between  entities of
common ownership and FMM had a deficit in equity,  the deficit in equity and the
purchase price were accounted for as a distribution to the primary  shareholder.
The consolidated  statements  include the operations of FMM since April 5, 2001,
the date of the transaction.

Riverview  Financial  Corp.  (Riverview)  is a  stockholder  and creditor of the
Company. Riverview is wholly owned by the Company's CEO.

Business Activity
-----------------
The  Company  designs,  develops,  markets  and  supports  proprietary  software
products.  These  products are designed to be used in retail  businesses  having
multiple locations to assist in the management of business operations on a daily
basis and  communicate  results of operations in a timely manner.  The principal
markets for the Company's products are retail companies which have operations in
North America and, to a lesser extent, in Europe and Asia.

Use of Estimates and Reclassifications
--------------------------------------
The  preparation of  consolidated  financial  statements in conformity with U.S.
generally accepted  accounting  principles requires management to make estimates
and assumptions that materially  affect the amounts reported in the consolidated
financial  statements.  Actual  results could differ from these  estimates.  The
methods,  estimates and judgments the Company uses in applying its most critical
accounting  policies have a significant  impact on the results it reports in its
financial  statements.  The U.S.  Securities and Exchange Commission has defined
the most critical accounting policies as the ones that are most important to the
portrayal of the  Company's  financial  condition  and results,  and require the
Company to make its most difficult and subjective  judgments,  often as a result
of the need to make estimates of matters that are inherently uncertain. Based on
this  definition,  the Company's  most  critical  accounting  policies  include:
revenue recognition, allowance for doubtful accounts, capitalization of software
development costs and impairment of long-lived assets.

Cash and Cash Equivalents
-------------------------
The Company  considers all short-term  instruments with an original  maturity of
three months or less to be cash equivalents.

Concentration of Credit Risk
----------------------------
The Company maintains cash in bank deposit accounts, which, at times, may exceed
federally  insured  limits.  The Company has not  experienced any losses in such
accounts and believes it is not exposed to any  significant  credit risk on cash
and cash equivalents.

Financial  instruments which potentially subject the Company to concentration of
credit risk consist  primarily  of trade  receivables.  In the normal  course of
business, the Company provides credit terms to its customers.  Accordingly,  the
Company  performs  ongoing  credit  evaluations  of its  customers and maintains
allowances for possible losses which when realized have been within the range of
management's  expectations.  The Company  does not require  collateral  from its
customers.

The  Company's  accounts  receivable  are  derived  from sales of  products  and
services  primarily to  customers  operating  multi-location  retail and grocery
stores.  At June  30,  2003,  accounts  receivable  includes  amounts  due  from
customers totaling $945,402. Substantially all of these receivables are due from
three new customers and four long-standing customers.

                                       29
<PAGE>

During the year ended June 30, 2003,  the Company  received  approximately  $2.1
million of its revenue  from new  customers  and  approximately  $3.2 million in
revenue from existing  customers for continued  support and  additional  license
sales.

Depreciation and Amortization
-----------------------------
Depreciation  and  amortization  of property and equipment is computed using the
straight line method based on the following estimated useful lives:

                                                         Years
                                                         -----
            Furniture and fixtures                       3 - 7
            Computer equipment                           3 - 7
            Equipment under capital leases               3 - 7
            Leasehold improvements                     see below

Leasehold  improvements  are amortized  over the shorter of the remaining  lease
term or the estimated useful life of the improvements.

Warranties
----------
The Company offers a limited  warranty  against  software  defects for a general
period of ninety days.  Customers who are not  completely  satisfied  with their
software  purchase may attempt to be reimbursed for their purchases  outside the
warranty period. The Company accrues amounts for such warranty  settlements that
are probable and can be reasonably estimated.

Revenue Recognition
-------------------
Revenue from the sale of software  licenses is  recognized  upon delivery of the
software unless  specific  delivery terms provide  otherwise.  If not recognized
upon delivery, revenue is recognized upon meeting specified conditions, such as,
meeting  customer  acceptance  criteria.  In no event is revenue  recognized  if
significant Company obligations remain. Customer payments are typically received
in part upon signing of license agreements, with the remaining payments received
in installments pursuant to the agreements.

Maintenance and support  services that are sold with the initial license fee are
recorded as deferred  revenue and  recognized  ratably over the initial  service
period.  Revenues from maintenance and other support services provided after the
initial  period are  generally  paid in advance  and are  recorded  as  deferred
revenue and recognized on a straight-line basis over the term of the agreements.

Consulting  service  revenues are  recognized  in the period that the service is
provided  or in the  period  such  services  are  accepted  by the  customer  if
acceptance is required by agreement.

Software Development Costs
--------------------------
The Company accounts for software development costs in accordance with Statement
of Financial  Accounting  Standards No. 86, Accounting for the Costs of Computer
Software to be Sold,  Leased or Otherwise  Marketed.  Research  and  development
costs have been  charged to  operations  as  incurred.  From  inception  through
January 2001, the Company viewed the software as an evolving product. Therefore,
all costs  incurred for  research  and  development  of the  Company's  software
products  through  January 2001 were expensed as incurred.  During January 2001,
technological  feasibility  of a major  revision to the  Company's  Fresh Market
Manager and the Company's ActionManager 4x development platform was established.
Development  costs for Fresh Market Manager software  incurred from January 2001
through September 2002, totaling $1,063,515,  were capitalized.  These costs are
being amortized on a straight-line basis over four years, beginning in September
2002  when  the  product  was  available  for  general   release  to  customers.
Development costs for ActionManager  totaling $2,242,079,  incurred from January
2001  through  March 2003,  when the  product  became  available  for release to
customers,  were  capitalized.  The Company  has focused it sales and  marketing
resources on its Fresh Market Manager software products, and intends to continue
selling  ActionManager  software primarily through alliances with other software
companies or software resellers.  These distribution  channels for ActionManager
software  have not yet been  proven to provide the level of sales  necessary  to
support  the  continued  economic  viability  of the  ActionManager  capitalized
development  costs.  Consequently,  $2,242,079 of capitalized  development costs
associated with the ActionManager products were charged to expense in June 2003.

Research and Development Costs
------------------------------
Research and development costs include personnel costs, engineering, consulting,
and  contract  labor and are  expensed as  incurred  for  software  that has not
achieved technological feasibility.

Income Taxes
------------
The Company  accounts  for income  taxes under the  provision  of  Statement  of
Financial Accounting Standards No. 109, Accounting for Income Taxes. This method
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between tax bases and financial
reporting bases of other assets and liabilities.

                                       30
<PAGE>

Earnings Per Share
------------------
The  computation  of basic  (loss)  earnings  per  common  share is based on the
weighted average number of shares  outstanding during each year. The computation
of diluted  earnings per common share is based on the weighted average number of
shares outstanding during the year, plus the common stock equivalents that would
arise from the  exercise of stock  options and warrants  outstanding,  using the
treasury  stock  method and the average  market price per share during the year.
Options and  warrants to purchase  80,727,870  shares of common  stock at prices
ranging from $.04 to $1.43 per share were outstanding at June 30, 2003, but were
not included in the diluted loss per share calculation  because the effect would
have been antidilutive.

The shares used in the computation of the Company's  basic and diluted  earnings
per common share are reconciled as follows:

                                                  June 30, 2003   June 30, 2002
                                                  -------------   -------------

Weighted average                                   198,027,000     155,737,000
Dilutive effect of options and warrants                      -               -
                                                   -----------     -----------
Weighted  average shares outstanding
assuming dilution                                  198,027,000     155,737,000
                                                   ===========     ===========

Fair Value of Financial Instruments
-----------------------------------
The Company's  financial  instruments  consist of cash,  receivables,  payables,
accruals and notes payable. The carrying amount of cash,  receivables,  payables
and  accruals  approximates  fair  value due to the  short-term  nature of these
items.  The notes payable also  approximate  fair value based on  evaluations of
market interest rates.

2.   Going Concern
     -------------

The accompanying  consolidated financial statements have been prepared under the
assumption  that the Company will continue as a going concern.  Such  assumption
contemplates  the  realization of assets and the  satisfaction of liabilities in
the  normal  course  of  business.  As  shown  in  the  consolidated   financial
statements,  the Company  incurred  losses for the years ended June 30, 2003 and
2002.  The Company  also has a working  capital  deficit at June 30,  2003.  The
consolidated  financial  statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

The Company's  continuation  as a going concern is dependent upon its ability to
generate  sufficient  cash flow to meet its  obligations  on a timely basis,  to
obtain  additional  financing  as may be  required,  and  ultimately  to  attain
profitability.  Potential sources of cash include new sales contracts,  external
debt,  the sale of new shares of Company  stock or  alternative  methods such as
mergers or sale  transactions.  No assurances  can be given,  however,  that the
Company  will be able to obtain  any of these  potential  sources  of cash.  The
Company currently requires additional cash to sustain existing operations and to
meet current obligations and ongoing capital requirements.


3.   Receivables
     -----------

Trade accounts receivable consist of the following at June 30, 2003:

         Trade Accounts Receivable                                 $    986,542
         Allowance for doubtful accounts                                (41,140)
                                                                   ------------
                                                                   $    945,402
                                                                   ============
4.   Property and Equipment
     ----------------------

Property and  equipment  are stated at cost and consist of the following at June
30, 2003:


         Computer equipment                                        $  1,302,420
         Furniture and equipment                                        173,031
         Equipment under capital lease                                   23,259
         Leasehold improvements                                          85,795
                                                                   ------------
                                                                      1,584,505
         Less accumulated depreciation
         and amortization                                            (1,479,150)
                                                                   ------------
                                                                   $    105,355
                                                                   ============


                                       31
<PAGE>

5.   Intangible Asset
     ----------------

Intangible assets consists of the following at June 30, 2003

         Capitalized software costs                                $  1,063,516
         Less accumulated amortization                                 (199,410)
                                                                   ------------
                                                                   $    864,106
                                                                   ============

6.   Accrued Liabilities
     -------------------

Accrued liabilities consist of the following at June 30, 2003:

         Accrued vacation                                          $    133,305
         Other payroll liabilities                                      182,905
         Commissions                                                    140,979
         Other accrued liabilities                                      179,978
                                                                   ------------
                                                                   $    637,167
                                                                   ============

7.   Notes Payable and Current Portion of Long-Term Debt and Capital Lease
     ---------------------------------------------------------------------
     Obligations
     -----------

The Company has the following  short-term  notes payable and current  portion or
long-term debt and capital lease obligations at June 30, 2003.

         Notes  payable to a Riverview  bearing  interest at 12%,
         due in  January  2004,  unsecured,  net of  discount  of
         $131,250                                                  $  3,129,464
         Note payable to an officer bearing  interest at 12%, due
         July 2003, unsecured                                            55,000
                                                                   ------------
                                                                   $  3,184,464
                                                                   ============

In August 2002,  Riverview  agreed to subordinate the note payable to the rights
of the  holders  of the Bridge  Notes (see  footnote  8). In  exchange  for this
subordination  the  interest  rate on the note  was  changed  to 12%  compounded
annually. In November 2002 the Company negotiated with Riverview an extension of
the payment date for the note payable from  December 2002 to January 4, 2004. In
consideration  for the extension of the due date,  7,000,000  common shares were
issued to Riverview. The fair value of these shares was $350,000, which is being
amortized into interest  expense over the extended term of the note.  During the
year ended June 30, 2003,  $218,750 of the discount was  recognized  as interest
expense.  Interest is accrued but not payable until maturity.  The Company is in
negotiations  with Riverview for a further extension of the payment date for the
note and accrued interest.

In May 2003 the Company  arranged  an  unsecured,  revolving  line of credit for
$350,000  with its CEO.  Advances  bear interest at 12%, and are repaid as funds
availability permits. The line of credit expires July 31, 2004. Because advances
under the line of credit are  expected to be repaid as soon as cash flow allows,
borrowings  under  the line of  credit  of  $55,000  at June 30,  2003 have been
classified as a current liability.


                                       32
<PAGE>


8.   Long-term and related party notes payable
     -----------------------------------------

         The Company had the following long-term notes payable at June 30, 2003:

         Note payable to an entity controlled by a stockholder
         at an interest rate of 18%, due in December 2004,
         secured by Company stock owned and controlled by the
         CEO, and substantially all assets  of  the  Company,
         net of discount of $134,784                               $  1,865,216

         Note payable to Riverview bearing interest at
         18%, due in December 2004, net of discount of
         $12,856                                                        332,145

         Notes payable to related parties bearing interest 18%,
         due in July 2004, net of discount of $94,526                   704,372

         Notes payable to unrelated parties bearing
         interest at 8%, due in December 2005                           105,000

         Capital lease obligation on computer equipment,
         net of depreciation $16,349, due in monthly
         installments of $2,358 through April 2005, imputed
         interest rate of 10.9%                                          45,391
                                                                   -------------
                                                                      3,052,124
         Less current portion                                           (24,548)
                                                                   -------------
                                                                   $  3,027,576
                                                                   =============

         Maturities of long-term debt at June 30, 2003 are as follows:

                         Year                     Amount
                         ----                  ----------
                         2004                  $   24,548
                         2005                   3,027,576
                                               ----------
                                               $3,052,124
                                               ==========

In December 2002, the Company  obtained a $2,000,000  note payable  funding from
Whale  Investment,  Ltd., an entity  controlled by a shareholder of the Company.
The proceeds were used to repay existing notes payable and accrued interest. The
$2,000,000  note payable has an interest rate of 18%, a due date of December 24,
2004,  and a monthly  interest only  payments  until the due date. In connection
with  the new  $2,000,000  note  payable,  the  Company  incurred  a fee paid in
3,809,524  shares of common stock and a warrant to purchase  7,142,857 shares of
common  stock,  exercisable  at $0.07 per  share,  immediately  exercisable  and
expiring in December  2004.  The discount from the warrants was determined to be
$179,711,  which is being amortized into interest expense over the two-year term
of the note. The value of the shares of common stock issued as a finders fee had
a fair market value of $152,381,  which is being amortized into interest expense
over the two-year  term of the note.  Total  interest  expense over the expected
term of the note, including the 18% interest and $179,711 warrants discount,  is
$899,711,  or an effective  annual interest rate of 23%. The Company has pledged
substantially  all of its  assets as  security  for this  debt,  and the CEO has
personally  guaranteed the note and pledged his all of his Company stock as well
as Company stock owned by Riverview.

As a condition of obtaining the funding from Whale Investment,  Ltd.,  Riverview
provided  additional funding to the Company under terms of a promissory note for
$345,000. The note has an interest rate of 18%, a due date of December 24, 2004,
and monthly interest only payments until the due date. No principal payments can
be made without a corresponding repayment to Whale Investments, Ltd. The Company
incurred a fee paid with 857,143 shares of common stock, the fair value of which
was  determined  to be $17,143.  This amount is being  amortized  into  interest
expense over the two-year term of the note. During the year ended June 30, 2003,
$4,286 of the $17,143 was recogized as interest expense.

In  August  2002 the  Company  issued  approximately  $575,000  in  Bridge  Note
financing,  at a  stated  interest  rate of 10%  per  annum  with a due  date of
December 15, 2002 and which were issued at a 7% discount. This financing carried
warrants  to purchase  5,350,000  common  shares at $.10 per share,  expiring in
August 2007. The discount from the warrants was determined to be $183,109, which
was amortized  into interest over the term of the Bridge Notes.  Total  interest
expense including the 7% interest  discount,  10% interest and $183,109 warrants
discount  was  $242,553,  or an  effective  annual  interest  rate of  49%.  The
individual  note holders  include the  Company's  CEO and certain  directors,  a
former director and an individual associated with AW Fields Acquisition.


                                       33
<PAGE>

As a result of the  price of Bridge  Note A  warrants  being  issued at $.10 per
share the antidilution rights associated with the sale of shares made earlier in
the year ( AW Fields Acquisition and private placement  including  directors and
officer) were triggered.  Resulting in 12,556,667 additional shares being issued
and the number of shares to be purchased under warrants with antidilution rights
increased  by  8,458,334  shares,  the  warrant  price  to  purchase  a total of
20,125,001 common shares was reduced to $0.10.

In November  2002 Bridge Note A was repaid and  replaced  with a new Bridge Note
totaling  approximately  $799,000 at a stated  interest rate of 10% per annum, a
due date of July 31, 2003 and was issued at a 7.5% discount. The new Bridge Note
B carried  warrants to purchase  19,972,451  shares of common  stock at $.04 per
share,  expiring in November 2007. The discount from the warrants was determined
to be $738,981,  which is being  amortized  into  interest  over the term of the
Bridge  Note B.  During the year ended June 30,  2003,  $651,504  of the warrant
discount was recogized as interest expense. Total interest expense including the
7.5% interest discount, 10% interest and $738,981 warrants discounts is $848,829
or an effective annual interest rate of 110%.

As a result of the price of the  warrants in Bridge Note B being $.04 per share,
this triggered the  anti-dilution  rights  associated with warrants of the first
Bridge Note and the anti-dilution rights associated with the sale of shares made
earlier in the year ( AW Fields  Acquisition  and  private  placement  including
directors and officer).  As a result an additional 12,814,286 common shares were
issued  and  the  number  of  shares  to  be  purchased   under   warrants  with
anti-dilution  rights  increased  by  8,625,000  shares,  the  warrant  price to
purchase a total of 28,750,001 and 8,297,619  common shares were reduced to $.07
and $.04 per share, respectively. The AW Fields Acquisition agreement allows for
the  further  anti-dilution  right to the $.04 per  share  level,  but AW Fields
Acquisition has waived this right for this transaction.

In July 2003  Bridge  Note B was repaid  and  replaced  with a new  Bridge  Note
totaling  $868,457 at a stated  interest  rate of 18% and a due date of July 31,
2004.  The new Bridge Note C required an incentive  fee of  1,738,680  shares of
common stock to be issued to the note holders. The fair value of these shares is
$86,934 ($.05 per share),  which is to be amortized  into interest  expense over
the term of Bridge Note C. The AW Fields  Acquisition  agreement and  agreements
with certain directors allow for the further anti-dilution right to the $.05 per
share  level,  but they have waived  their right for this  transaction.  Because
Bridge Note B, which was due July 31, 2003, was  refinanced  into Bridge Note C,
which is due July 31, 2004, the balance at June 30, 2003 is shown as a long-term
liability.

9.   Deferred Revenue
     ----------------

Deferred revenue consisted of the following at June 30, 2003:

         Software licenses                                         $    175,000
         Maintenance and Support                                      1,043,140
                                                                   -------------
                                                                   $  1,218,140
                                                                   =============

10.  Income Taxes
     ------------

The Company  provides for deferred  income taxes on temporary  differences  that
represent  tax  effects of  transactions  reported  for tax  purposes in periods
different than for book purposes.

The  provisions  for income taxes  differ from the amount  computed at statutory
rates as follows:

                                                 Year  Ended        Year Ended
                                               June 30,  2003    June 30,  2002
                                               --------------    --------------

    Income tax benefit at statutory rates      $   1,574,000     $    1,225,000
            Change in valuation allowance         (1,573,000)        (2,559,000)
                                               -------------     --------------
                                    Other             (1,000)           (66,000)
                                               -------------     --------------

                                               $           -     $   (1,400,000)
                                               =============     ==============

               Current income tax expense      $           -     $           -
             Deferred  income tax expense                  -         (1,400,000)
                                               -------------     --------------

                                               $           -     $   (1,400,000)
                                               =============     ==============


                                       34
<PAGE>


The deferred income tax benefit for the years ended June 30, 2003 and 2002 is as
follows:

                                               June 30, 2003     June 30, 2002
                                               -------------     -------------
     Short Term
     ----------
               Allowance for bad debts         $      16,000     $       22,000
                      Accrued vacation                52,000             66,000
                      Accrued sick pay                     -             26,000
                      Deferred revenue               407,000            305,000
                   Valuation allowance              (475,000)          (419,000)
                                               -------------     --------------

Deferred tax asset                             $           -     $            -
------------------                             =============     ==============

     Long Term
     ---------
                          Depreciation         $      51,000     $       52,000
      Net Operating loss carry forward             2,887,000          1,369,000
                  Valuation allowance             (2,938,000)        (1,421,000)
                                               -------------     --------------

Deferred tax asset                             $           -     $            -
------------------                             =============     ==============

As of June 30, 2003,  the Company had available  net operating  losses (NOL) for
federal  and state  tax  purposes  of  approximately  $7,404,000.  The NOL carry
forward  is  limited  to use  against  future  taxable  income due to changes in
ownership and control. If a substantial change in the Company's ownership should
occur,  there  would be an  annual  limitation  of the  amount  of the NOL carry
forward  which could be utilized.  The  following  schedule  summarizes  the net
operating  losses  available  to the Company with the  corresponding  expiration
periods:

                     Period of Loss        Amount         Expiration Year
                     --------------        ------         ---------------
                         2001            1,040,000           2021
                         2002            2,470,000           2022
                         2003            3,894,000           2023
                                        ----------
                                        $7,404,000

11.  Preference Dividend
     -------------------

On March 14 and 15,  2002,  certain  shareholders  and the Company  entered into
Conversion  Agreements,  whereby these certain  shareholders  received 4,466,667
additional  shares of the Company's common stock for the cancellation of certain
rights and provisions of the original subscription agreements,  all of which had
been entered into during fiscal year 2002. The Company's  issuance of additional
shares to these  shareholders was deemed a preference  dividend to shareholders,
and is valued at $670,000.

12.  Supplemental Disclosure of Cash Flow Information
     ------------------------------------------------

Interest  paid during the years ended June 30,  2003 and 2002 was  $339,341  and
$401,911,  respectively.  No income  taxes were paid during the years ended June
30, 2003 or 2002.

Non-Cash Transactions Disclosure
--------------------------------
During the year ended June 30, 2002, the Company entered into a convertible note
payable with detachable warrants with a principal balance of $1,750,000 and cash
proceeds  of  $1,667,587.  During  June  2002,  the note  holder  converted  the
principal  balance of $1,750,000 into 11,666,667  shares of the Company's common
stock.  The convertible  note payable had been issued with detachable  warrants,
which were valued at $233,334. Prior to the conversion, $77,777 of the warrants'
value had been amortized into interest  expense,  and the remaining  $155,557 of
the warrant's  unamortized value at the date of conversion affected the value of
the 11,666,667  shares of the Company's  common stock issued upon  conversion of
the note payable.

In  connection  with the Bridge  Notes A issued in August 2002 (see note 8), the
Company recorded a $40,268 discount related to the 7% interest discount at which
the notes were financed.  The Company also recorded an $183,109 discount related
to the fair value of the  warrants.  For the period  from the date of the Bridge
Notes A to June 30, 2003, the Company amortized all of the interest and warrants
discounts.

In  connection  with the Bridge  Notes B issued in  November  2002 (see note 8),
Bridge Note A was repaid and the Company  recorded a $59,917 discount related to
the 7.5% interest  discount at which the notes were  financed.  The Company also
recorded a $738,981  discount  related to the warrants.  For the period from the
date of the Bridge Notes B to June 30, 2003, the Company  amortized  $52,868 and
$651,504 of the interest and warrants discounts on Bridge Note B, respectively.

                                       35
<PAGE>

The Company issued  8,625,000  shares of common stock  pursuant to  antidilution
rights to AW Fields  Acquisition (see note 8), which was recorded as an increase
to common  stock and decrease to  additional  paid-in  capital of $86,250,  thus
increasing the shares issued under antidilution for AW Fields to 17,083,334.

The Company issued  4,189,285  shares of common stock  pursuant to  antidilution
rights to an  officer  and  directors  (see note 8),  which was  recorded  as an
increase to common stock of $41,893,  an increase to additional  paid-in capital
of $125,678 and an expense of shares issued for services of $167,571,  which was
included in general and  administrative  expense  during the year ended June 30,
2003.  This  increased  the number of shares  issued under  antidilution  for an
officer and  directors  to  8,297,620,  and the total  expense for these  shares
increased to $372,988.

The  modification  of Bridge Note A warrants  from an exercise  price of $.07 to
$.04 resulted in an interest expense of $11,178 (see note 8).

In connection  with the note payable  funding from Whale  Investment,  Ltd. (see
note 8), the Company incurred a finders fee which was paid with 3,809,524 shares
of common stock and a warrant to purchase  7,142,857 shares of common stock. The
7,142,857  shares  of  common  stock  have a fair  value of  $152,381  which was
recorded  as a prepaid  expense and is being  amortized  into  expense  over the
two-year  term of the note  payable.  The fair value of the warrants of $179,711
was  recorded as a discount  on the note  payable  and is being  amortized  into
interest expense over the two-year term of the note payable. For the period from
the date of the $2,000,000 note payable to June 30, 2003, the Company  amortized
$44,928 of the  warrants  discount  into  interest  expense,  and $38,095 of the
prepaid finders fee into expense.

An additional  857,143 shares of common stock were issued in connection with the
$345,000  note  payable  funding from  Riverview  obtained as a condition of the
Whale Investment,  Ltd. funding (see note 8). The 857,143 shares of common stock
have a fair value of $17,143  which was  recorded as a discount on the  advances
and is being  amortized  into  interest  expense over the  two-year  term of the
advances.  For the period ended June 30, 2003, the Company  amortized  $4,286 of
the common shares discount into interest expense.

The Company issued 7,000,000 shares of common stock to Riverview in exchange for
extending the associated related party note payable to January 2, 2004. The fair
value of the shares of common stock of $350,000 is recorded as a discount to the
related  party note payable.  As of June 30, 2003,  $218,750 of the discount had
been amortized into interest expense (see note 7).

During the years ended June 30, 2003 and 2002,  the Company  issued  349,901 and
536,667  shares of common stock,  respectively,  as payment for  consulting  and
legal services in the amounts of $24,493 and $73,000, respectively.

13.  Commitments and Contingencies.
     ------------------------------

Capital Leases:  Amortization  expense related to capitalized leases is included
in depreciation  expense and was $7,222 and $12,716 for the years ended June 30,
2003 and 2002,  respectively.  Accumulated amortization was $116,298 at June 30,
2003.

Operating  Leases. In September 1998, the Company entered into a lease agreement
for  office  space.  Under the terms of the lease  agreement,  the  Company  was
required  to pay  $16,723  per month with a 4% annual  increase in the base rent
through  December  2000.  The lease  agreement was renewed in February 2001, and
under the terms of the new  agreement,  the  Company  must pay $18,482 per month
with a 4% annual  increase  in base rent until  December  31,  2003.  Total rent
expense under this  agreement for each of the years ended June 30, 2003 and 2002
was $221,784.  The Company is currently  negotiating for office space to replace
existing space at the end of the lease term.  The Company  expects to reduce its
office space and the corresponding monthly rental expense.

14.  Legal
     -----

Debra Elenson vs. Fields  Technologies,  Randall K. Fields (Filed -January 2002,
in the  Circuit  Court  of the 11th  Judicial  Circuit  in and for Dade  County,
Florida):  The plaintiff alleged,  among other causes of actions, that a private
placement  memorandum  pursuant to which the plaintiff  had purchased  shares of
Fields  Technologies,  contained financial statements which were not prepared in
accordance with generally accepted accounting principles and the requirements of
SEC regulation S-X. The plaintiff alleged fraud, misrepresentation, unregistered
sales of  securities  and other  causes of  actions.  The lawsuit was settled in
September 2003 for an additional  1,125,000  shares of common stock to be issued
to the plaintiff and payment of plaintiff's legal fees of $21,348.


                                       36
<PAGE>

In August 2002,  the Company  filed legal action  against The Yankee  Companies,
Inc.  et al. The  defendants  were  entities  and  individuals  involved  in the
reorganization  of Amerinet  and its  acquisition  of control of Park City Group
(Delaware).  These causes of action include:  violation of Florida's  Securities
and investor Protection Act, Fraud,  negligent  misrepresentation,  violation of
Federal Securities Acts 1933 and 1934 and breach of promissory note.

Approximately  two weeks  following the filing of the complaint  against  Yankee
Companies,  the  Company was served with a  complaint  by Yankee  Companies  and
others,   alleging  sales  of   unregistered   securities,   securities   fraud,
registration violations, fraud negligent  misrepresentation,  and breach of loan
agreement. On or about February 5, 2003 the case was dismissed based on the fact
that the case filed by the  Company was filed first and all issues can be argued
in that case. Both cases are still in the discovery stage.

15.  Employee Benefit Plan
     ---------------------

The Company offers an employee benefit plan under Benefit Plan Section 401(k) of
the  Internal  Revenue  Code.  Employees  who  have  attained  the age of 21 are
eligible to  participate.  The Company,  at its  discretion,  matches 50% of the
first 4% of each employee's  contributions.  No matching  contribution  was made
after  September 30, 2002. The expenses  related to the plan for the years ended
June 30, 2003 and 2002 were $12,903 and $53,910 respectively.

16.  Stock Compensation Plans
     ------------------------

Stock in Lieu of Cash  Compensation.  Beginning  October 1, 2002,  officers  and
management  of the Company  received a portion of their  compensation  in common
stock of the  Company.  The  number of shares was  calculated  based on the fair
value of the shares at the end of each  payroll  period,  with a floor  price of
$.05 per share. During the year ended June 30, 2003 4,708,367 shares were issued
with a fair value of $152,667.

Officers  and  Directors  Stock  Compensation.  In  October  2001,  the Board of
Directors approved the following compensation for directors who are not employed
by the Company.

         o    $2,000 for every Board of  Directors  meeting  attended;  four are
              held each year.
         o    Stock Options to purchase  125,000 shares of the Company's  common
              stock,  par value $.01 at the price  listed on the OTC on the date
              of grant, vesting over one year, and expiring in five years. These
              options are to be granted  for each year the  director is a member
              of the board and is  prorated  for any  directors  who may serve a
              partial year. No shares were reserved for this plan.
         o    Reimbursement  of all travel  expenses  related to  performance of
              Directors duties on behalf of the Company.

As of June 30, 2003 there were  outstanding  to directors  fully vested  options
outstanding  to purchase  1,125,000  common  shares at prices of $.08 - $.14 per
share, and expiring at various dates through July 2007.

In December 2001, the Board of Directors approved a plan to incentivize  members
of the Board of Directors,  including those employed by the Company, to purchase
shares of stock of the Company.  Therefore,  for any common  stock  purchased at
fair market  value by a member of the Board of  Directors,  the Company  matches
with an option to purchase  additional shares equivalent to those purchased,  at
the same price of the original  purchased shares and expiring two years from the
date of grant.  Under this plan the Company  had  options to purchase  5,666,667
shares of common  stock at prices of $.11 - $.24 and  expiring at various  times
through March 2004.

Officers, Key Employees, Consultants and Directors Stock Compensation In January
2000, the Company  entered into a  non-qualified  stock option & stock incentive
plan.  Officers,  key  employees,  consultants  and directors of the Company are
eligible to  participate.  The maximum  aggregate  number of shares which may be
granted under this plan was originally 1,000,000 and was subsequently amended to
2,000,000  on March  8,  2000.  The plan is  administered  by a  Committee.  The
exercise  price for each share of common stock  purchasable  under any incentive
stock  option  granted  under  this plan shall be not less than 100% of the fair
market value of the common stock,  as determined by the stock  exchange on which
the common stock trades on the date of grant.  If the incentive  stock option is
granted to a  shareholder  who possesses  more than 10% of the Company's  voting
power,  then the  exercise  price shall be not less than 110% of the fair market
value on the date of grant.  Each  option  shall be  exercisable  in whole or in
installments  as  determined  by the  Committee at the time of the grant of such
options.  All incentive  stock options  expire after 10 years.  If the incentive
stock  option  is held by a  shareholder  who  possesses  more  than  10% of the
Company's  voting  power,  then the  incentive  stock option  expires after five
years.  If the option holder is  terminated,  then the  incentive  stock options
granted  to such  holder  expire no later than  three  months  after the date of
termination. For options holders granted incentive stock options exercisable for
the first time during any fiscal year and in excess of $100,000  (determined  by
the fair market value of the shares of common  stock as of the grant date),  the
excess  shares of common stock shall not be deemed to be  purchased  pursuant to
incentive stock options.


                                       37
<PAGE>

A schedule of the options and warrants at June 30, 2003 is as follows:

                                      Number of
                                        Options      Warrants    Price per Share
                                      ---------      --------    ---------------

Outstanding at      June 30, 2001       297,800       713,273         $0.27-1.44
                          Granted    24,700,001             -         $0.10-0.25
                        Exercised             -             -                  -
                           Called      (100,000)            -              $0.25
                        Cancelled    (3,100,000)            -              $0.25
                          Expired      (297,800)     (150,000)        $0.27-1.44
                                      ---------     ---------         ----------

Outstanding at      June 30, 2002    21,500,001       563,273         $0.10-1.44
                          Granted       750,000    61,721,263         $0.04-0.10
                        Exercised             -             -                  -
                           Called             -             -                  -
                        Cancelled      (125,000)            -              $0.08
                          Expired    (3,666,667)      (15,000)       $0.25-$1.28
                                    -----------      --------        -----------

Outstanding at      June 30, 2003    18,458,334    62,269,536         $0.04-1.44


17.  Stock-Based Compensation
     ------------------------

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation"  (FAS
123)  which  established   financial  accounting  and  reporting  standards  for
stock-based  compensation.  The new  standard  defines  a fair  value  method of
accounting  for an employee  stock  option or similar  equity  instrument.  This
statement  gives entities the choice  between  adopting the fair value method or
continuing to use the intrinsic value method under  Accounting  Principles Board
(APB) Opinion No. 25 with footnote  disclosures  of the pro forma effects if the
air value  method  had been  adopted.  The  Company  has  opted  for the  latter
approach.

Had compensation  expense for the Company's option plan been determined based on
fair value at the grant dates,  as prescribed in SFAS No. 123, the Company's net
loss would have been as follows:

                                              Year Ended          Year Ended
                                               June 30,            June 30,
                                                 2003               2002
                                              ----------          ----------
Net loss
         As reported                        $(5,003,355)        $(3,140,760)
         Pro forma                           (5,063,320)         (3,540,719)


Loss per common share-
  basic and diluted-as reported             $     (0.03)        $     (0.02)

Loss per common share-
  basic and diluted-pro forma               $     (0.03)        $     (0.03)

The weighted-average  grant-date fair value of options granted during year ended
June 30,  2003 was $0.08 per share.  The fair value for the  options  granted in
2003 were  estimated at the date of grant using a  Black-Scholes  option pricing
model with the following weighted-average assumptions:

Risk-free interest rate                 4.00%
Expected life (in years)                 5
Expected volatility                   305.15%
Expected dividend yield                 0.00%


                                       38
<PAGE>

The  following  table  summarizes  information  about  fixed  stock  options and
warrants outstanding at June 30, 2003:
<TABLE>
<CAPTION>

                    Options and Warrants Outstanding                      Options and Warrants
                           at June 30, 2003                          Exercisable at June 30, 2003
                           ----------------                          ----------------------------

                                          Weighted
                                           average      Weighted                        Weighted
                            Number       remaining       average              Number     average
       Range of     Outstanding at     contractual      exercise      Exercisable at    exercise
exercise prices      June 30, 2003     life(years)        price       June 30, 2003       price
---------------      -------------     -----------      --------      --------------    --------

<S>                     <C>                   <C>         <C>             <C>             <C>
  $0.04 - $0.09         67,287,390            3.55        $ 0.06          67,287,390      $ 0.06
  $0.10 - $0.11          9,450,000            1.96          0.10           9,450,000        0.10
  $0.12 - $0.14            375,000            3.32          0.14             375,000        0.14
  $0.24 - $0.25          3,066,667            0.71          0.24           3,066,667        0.24
  $0.56 - $0.69            250,000            0.67          0.61             250,000        0.61
  $0.70 - $0.75            248,273            1.42          0.75             248,273        0.75
  $1.28 - $1.44             50,000            1.00          1.43              50,000        1.43
                        ----------                                        ----------

                        80,727,870            3.24          0.08          80,727,870        0.08
                        ==========                                        ==========

</TABLE>

18.  Related Party Transactions
     --------------------------

The Company has a note payable to Riverview Financial  Corporation  (Riverview),
in the principal amount of $3,260,714, a discount of $131,250, and a net balance
of $3,129,464,  at June 30, 2003 with accrued interest of $1,049,065.  The chief
executive  of Riverview  is also the chief  executive of the Company.  In August
2002  the  interest  rate was  increased  from  10% to 12% and  from  simple  to
compounded  interest.  Riverview was issued  7,000,000 shares of common stock in
November 2002 in consideration for an extension of the due date to January 2004.
See notes 7 and 12.

Riverview has loaned the Company  $345,000 under a note payable bearing interest
at 18%.  Payments are made monthly for interest only,  with the principal due in
December  2004.  Riverview  was issued  857,143  shares of common stock in as an
inducement  to  make  the  loan.  See  notes 8 and 12.

The  Company's  CEO has made loans to the Company to cover short term cash needs
pursuant to a line of credit  promissory  note payable.  Repayments  are made as
funds are available,  with a due date of July 31, 2004.  Interest is at 12%. The
balance due under the line of credit at June 30, 2003 was $55,000. See note 7 to
the audited financial statements.

In December  2002 the Company  obtained a $2,000,000  note payable  funding from
Whale Investment,  Ltd. The note bears interest at 18%, payable monthly,  and is
due in December 2004. Whale Investment,  Ltd. is controlled by an individual who
was already a  shareholder  of the Company at the time of the loan.  See notes 8
and 12.

The Company has a payable to chief executive officer of $54,989 at June 30, 2003
for unreimbursed business expenses, which is included in accounts payable.

The  Company  issued  shares of common  stock and  warrants  to an  officer  and
directors pursuant to antidilution  rights triggered by terms of the bridge note
financings. See notes 8 and 12.

19.  Subsequent Events
     -----------------

In July 2003  Bridge  Note B was repaid  and  replaced  with a new  Bridge  Note
totaling  $868,457 at a stated  interest  rate of 18% and a due date of July 31,
2004.  The new Bridge Note C required an incentive  fee of  1,738,680  shares of
common stock to be issued to the note holders. The fair value of these shares is
$86,934 ($.05 per share),  which is to be amortized  into interest  expense over
the term of Bridge Note C. The AW Fields  Acquisition  agreement and  agreements
with certain directors allow for the further anti-dilution right to the $.05 per
share  level,  but they have waived  their right for this  transaction.  Because
Bridge Note B, which was due July 31, 2003, was  refinanced  into Bridge Note c,
which is due July 31, 2004, the balance at June 30, 2003 is shown as a long-term
liability. See note 8.

In September 2003 a lawsuit  against the Company was settled for the issuance of
an  additional  1,125,000  shares  of  common  stock  and  the  payment  of  the
plaintiff's legal fees of $21,348.  The costs of this settlement were accrued at
June 30, 2003. See note 14.


                                       39
<PAGE>

20.  Recent Accounting Pronouncements
     --------------------------------

In July 2002,  the FASB  issued  SFAS No. 146  "Accounting  for Exit or Disposal
Activities."  The  provisions  of  this  standard  are  effective  for  disposal
activities initiated after December 31, 2002, with early application encouraged.
The adoption of this standard did not have a material impact on the consolidated
financial statements.

In  January  2003,  the FASB  issued  Interpretation  No. 46  "Consolidation  of
Variable Interest  Entities,  an Interpretation of ARB 51." This  Interpretation
addressed  consolidation by business  enterprises of certain  variable  interest
entities (VIEs). The Interpretation is effective immediately for all enterprises
with variable  interests in VIEs created  after  January 31, 2003.  For variable
interests  in VIEs  created  before  February 1, 2003,  the  provisions  of this
Interpretation  will be  applicable  no later  than the  beginning  of the first
interim or annual period beginning after June 15, 2003. Further,  the disclosure
requirements of the Interpretation  are applicable for all financial  statements
initially issued after January 31, 2003, regardless of the date on which the VIE
was created. The Company is currently  investigating the potential impact on the
consolidated financial statements.

The EITF  reached  a  consensus  on Issue No.  02-17  "Recognition  of  Customer
Relationship  Intangible  Assets  Acquired  in a  Business  Combination,"  which
clarifies   certain   recognition   requirements   in  SFAS  No.  141  "Business
Combinations."  The  guidance  in  this  Issue  is to  be  applied  to  business
combinations  consummated and goodwill  impairment tests performed after October
25, 2002. The Company does not expect its  application to have a material impact
on the consolidated financial statements.

In April 2003,  the FASB  issued SFAS No. 149  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  standard  amends  and
clarifies  financial  accounting  and reporting for derivative  instruments  and
hedging  activities,  primarily  as a  result  of  decisions  made  by the  FASB
Derivatives Implementation Group subsequent to the original issuance of SFAS No.
133 and in  connection  with other FASB  projects.  This  standard is  generally
effective  prospectively for contracts and hedging relationships entered into or
modified  after June 30, 2003.  The Company does not expect its  application  to
have a material impact on the consolidated financial statements.

In May 2003,  the FASB issued  SFAS No. 150  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain  financial  instruments  that, under previous
guidance,  could be classified as equity or "mezzanine" equity, by now requiring
those   instruments  to  be  classified  as  liabilities   (or  assets  in  some
circumstances)  in the statement of financial  position.  Further,  SFAS No. 150
requires  disclosure  regarding the terms of those  instruments  and  settlement
alternatives.  The  guidance  in SFAS No.  150 is  generally  effective  for all
financial  instruments  entered  into or  modified  after May 31,  2003,  and is
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Company is in the process of evaluating  this  standard,  but
does not  expect the  adoption  to have a  material  impact on the  consolidated
financial statements.


                                       40